STANDARD GENERATOR INTERCONNECTION AGREEMENT
between
INTERMOUNTAIN POWER AGENCY
and
[INTERCONNECTION CUSTOMER]
TABLE OF CONTENTS
Page
Article 1. DEFINITIONS.............................................................................................................................. 1
Article 2. EFFECTIVE DATE, TERM AND TERMINATION .................................................................. 6
2.1 Effective Date ................................................................................................................................ 6
2.2 Term of Agreement ....................................................................................................................... 6
2.3 Termination Procedures................................................................................................................. 6
2.3.1
Written Notice ............................................................................................................... 6
2.3.2
Interconnection Customer Abandonment ...................................................................... 6
2.3.3
IPA Abandonment ......................................................................................................... 7
2.3.4
Default ........................................................................................................................... 7
2.3.5
Other Provisions ............................................................................................................ 7
2.4 Termination Costs ......................................................................................................................... 7
2.4.1
Facilities Not Completed ............................................................................................... 7
2.4.2
Cancellation Costs ......................................................................................................... 7
2.4.3
Removal Costs............................................................................................................... 7
2.5 Disconnection ................................................................................................................................ 7
2.6 Survival.......................................................................................................................................... 8
Article 3. REGULATORY FILINGS ........................................................................................................... 8
3.1 Filing.............................................................................................................................................. 8
Article 4. SCOPE OF SERVICE .................................................................................................................. 8
4.1 Interconnection Service ................................................................................................................. 8
4.2 Provision of Service ...................................................................................................................... 8
4.3 Performance Standards .................................................................................................................. 8
Article 5. INTERCONNECTION FACILITIES ENGINEERING, PROCUREMENT AND
CONSTRUCTION................................................................................................................................... 9
5.1 IPA Standards................................................................................................................................ 9
5.2 Engineering and Procurement ....................................................................................................... 9
5.3 Construction Commencement ....................................................................................................... 9
5.4 Facility Specifications ................................................................................................................... 9
5.5 IPA’s Review................................................................................................................................. 9
5.6 Construction of Facilities............................................................................................................. 10
5.7 Work Progress ............................................................................................................................. 10
5.8 Information Exchange ................................................................................................................. 10
5.9 Limited Operation ....................................................................................................................... 10
5.10 Access Rights .............................................................................................................................. 11
5.10.1 Interconnection Customer............................................................................................ 11
5.10.2 IPA............................................................................................................................... 11
5.10.3 Interference and Safety ................................................................................................ 11
5.11 Permits ..................................................................................................................................... 11
5.12 Suspension................................................................................................................................... 11
5.13 Modification ................................................................................................................................ 12
5.13.1 General......................................................................................................................... 12
5.13.2 Future Interconnections ............................................................................................... 12
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5.13.3 Standards ..................................................................................................................... 12
5.13.4 Modification Costs ...................................................................................................... 12
5.14 Bond Financing ........................................................................................................................... 12
Article 6. TESTING AND INSPECTION.................................................................................................. 13
6.1 Pre-Commercial Operation Date Testing and Modifications ...................................................... 13
6.2 Post-Commercial Operation Date Testing and Modifications..................................................... 13
6.3 Right to Observe Testing............................................................................................................. 13
6.4 Right to Inspect............................................................................................................................ 13
Article 7. METERING................................................................................................................................ 13
7.1 General ........................................................................................................................................ 13
7.2 Check Meters............................................................................................................................... 14
7.3 Standards ..................................................................................................................................... 14
7.4 Testing of Metering Equipment................................................................................................... 14
7.5 Metering Data.............................................................................................................................. 14
Article 8. COMMUNICATIONS ............................................................................................................... 14
8.1 Interconnection Customer Obligations ........................................................................................ 14
8.2 Remote Terminal Unit ................................................................................................................. 15
8.3 No Annexation............................................................................................................................. 15
Article 9. OPERATIONS............................................................................................................................ 15
9.1 General ........................................................................................................................................ 15
9.2 IPA Obligations ........................................................................................................................... 15
9.3 Interconnection Customer Obligations ........................................................................................ 15
9.4 Start-Up and Synchronization ..................................................................................................... 16
9.5 Reactive Power ............................................................................................................................ 16
9.5.1
Power Factor Design Criteria ...................................................................................... 16
9.5.2
Voltage Schedules ....................................................................................................... 16
9.5.3
Governors and Regulators ........................................................................................... 16
9.5.4
Payment for Reactive Power ....................................................................................... 16
9.6 Outages and Interruptions............................................................................................................ 17
9.6.1
Outages ........................................................................................................................ 17
9.6.2
Interruption of Service................................................................................................. 17
9.6.3
Under-Frequency and Over-Frequency Conditions..................................................... 18
9.6.4
System Protection and Other Control Requirements................................................... 18
9.6.5
Requirements for Protection ........................................................................................ 19
9.6.6
Power Quality .............................................................................................................. 19
9.7 Switching and Tagging Rules...................................................................................................... 19
9.8 Use of Interconnection Facilities by Third Parties ...................................................................... 20
9.8.1
Purpose of Interconnection Facilities .......................................................................... 20
9.8.2
Third Party Users......................................................................................................... 20
9.9 Disturbance Analysis Data Exchange.......................................................................................... 20
9.10 Generating Facility ...................................................................................................................... 20
Article 10. MAINTENANCE ..................................................................................................................... 20
10.1 IPA Obligations ........................................................................................................................... 20
10.2 Interconnection Customer Obligations ........................................................................................ 20
10.3 Coordination ................................................................................................................................ 20
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10.4 Secondary Systems ...................................................................................................................... 21
10.5 Operating and Maintenance Expenses......................................................................................... 21
Article 11. PERFORMANCE OBLIGATIONS ......................................................................................... 21
11.1 Provision of Security ................................................................................................................... 21
Article 12. INVOICES................................................................................................................................ 21
12.1 General ..................................................................................................................................... 21
12.2 Invoicing for Estimated Construction Costs................................................................................ 22
12.3 Final Construction Invoice .......................................................................................................... 22
12.4 Payment ..................................................................................................................................... 22
12.5 Disputes ..................................................................................................................................... 22
Article 13. EMERGENCIES ...................................................................................................................... 22
13.1 Obligations .................................................................................................................................. 22
13.2 Notice ..................................................................................................................................... 23
13.3 Immediate Action ........................................................................................................................ 23
13.4 IPA Authority .............................................................................................................................. 23
13.4.1 General......................................................................................................................... 23
13.4.2 Reduction and Disconnection ...................................................................................... 23
13.5 Interconnection Customer Authority ........................................................................................... 24
13.6 Limited Liability.......................................................................................................................... 24
Article 14. REGULATORY REQUIREMENTS AND GOVERNING LAW ........................................... 24
14.1 Regulatory Requirements ............................................................................................................ 24
14.2 Governing Law ............................................................................................................................ 24
Article 15. NOTICES.................................................................................................................................. 24
15.1 General ..................................................................................................................................... 24
15.2 Billings and Payments ................................................................................................................. 25
15.3 Alternative Forms of Notice ........................................................................................................ 25
15.4 Operations and Maintenance Notice............................................................................................ 25
Article 16. FORCE MAJEURE .................................................................................................................. 25
16.1 Force Majeure.............................................................................................................................. 25
Article 17. DEFAULT ................................................................................................................................ 25
17.1 Default ..................................................................................................................................... 25
17.1.1 General......................................................................................................................... 25
17.1.2 Right to Terminate....................................................................................................... 26
Article 18. INDEMNITY, CONSEQUENTIAL DAMAGES AND INSURANCE .................................. 26
18.1 Indemnity..................................................................................................................................... 26
18.1.1 Acts or Omissions of Interconnection Customer......................................................... 26
18.1.2 Acts or Omissions of Operating Agent and Intermountain Power Service
Corporation.................................................................................................................. 26
18.1.3 No Subrogation or Other Reimbursement Claims....................................................... 27
18.2 Consequential Damages .............................................................................................................. 27
18.3 Insurance ..................................................................................................................................... 27
18.3.1 In General .................................................................................................................... 27
18.3.2 Specific Coverages Required] ..................................................................................... 28
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18.4 Self-Insurance.............................................................................................................................. 30
18.5 Reporting ..................................................................................................................................... 30
Article 19. ASSIGNMENT......................................................................................................................... 30
19.1 Assignment .................................................................................................................................. 30
Article 20. SEVERABILITY...................................................................................................................... 30
20.1 Severability.................................................................................................................................. 30
Article 21. CONFIDENTIALITY............................................................................................................... 31
21.1 Confidentiality ............................................................................................................................. 31
21.1.1 Scope ........................................................................................................................... 31
21.1.2 Release of Confidential Information ........................................................................... 31
21.1.3 Rights........................................................................................................................... 31
21.1.4 No Warranties.............................................................................................................. 32
21.1.5 Standard of Care .......................................................................................................... 32
21.1.6 Disclosure Required by Law or Order......................................................................... 32
21.1.7 Termination of Agreement .......................................................................................... 32
21.1.8 Remedies ..................................................................................................................... 32
21.1.9 No Breach. ................................................................................................................... 33
Article 22. ENVIRONMENTAL RELEASES ........................................................................................... 33
22.1 Notifications. ............................................................................................................................... 33
Article 23. INFORMATION REQUIREMENTS....................................................................................... 33
23.1 Information Acquisition .............................................................................................................. 33
23.2 Information Submission by IPA .................................................................................................. 33
23.3 Updated Information Submission by Interconnection Customer ................................................ 33
23.4 Information Supplementation ...................................................................................................... 34
Article 24. INFORMATION ACCESS AND AUDIT RIGHTS ................................................................ 34
24.1 Information Access...................................................................................................................... 34
24.2 Reporting of Non-Force Majeure Events .................................................................................... 34
24.3 Audit Rights................................................................................................................................. 35
24.4 Audit Rights Periods.................................................................................................................... 35
24.5 Audit Results ............................................................................................................................... 35
Article 25. SUBCONTRACTORS ............................................................................................................. 35
25.1 General ..................................................................................................................................... 35
25.2 Responsibility of Principal .......................................................................................................... 35
25.3 No Limitation by Insurance......................................................................................................... 36
Article 26. DISPUTES................................................................................................................................ 36
26.1 Submission .................................................................................................................................. 36
26.2 External Arbitration Procedures .................................................................................................. 36
26.3 Arbitration Decisions................................................................................................................... 36
26.4 Costs
..................................................................................................................................... 36
Article 27. REPRESENTATIONS, WARRANTIES AND COVENANTS............................................... 37
27.1 General ..................................................................................................................................... 37
27.1.1 Good Standing ............................................................................................................. 37
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27.1.2
27.1.3
27.1.4
Authority...................................................................................................................... 37
No Conflict .................................................................................................................. 37
Consent and Approval ................................................................................................. 37
Article 28. JOINT OPERATING COMMITTEE ....................................................................................... 37
28.1 Joint Operating Committee.......................................................................................................... 37
28.1.1 Records ........................................................................................................................ 38
28.1.2 Equipment.................................................................................................................... 38
28.1.3 Outages ........................................................................................................................ 38
28.1.4 Availability .................................................................................................................. 38
28.1.5 Other ............................................................................................................................ 38
Article 29. MISCELLANEOUS ................................................................................................................. 38
29.1 Binding Effect ............................................................................................................................. 38
29.2 Conflicts ..................................................................................................................................... 38
29.3 Rules of Interpretation ................................................................................................................. 38
29.4 Entire Agreement......................................................................................................................... 39
29.5 No Third Party Beneficiaries....................................................................................................... 39
29.6 Waiver ..................................................................................................................................... 39
29.7 Headings ..................................................................................................................................... 39
29.8 Multiple Counterparts.................................................................................................................. 39
29.9 Amendment ................................................................................................................................. 39
29.10 No Partnership ............................................................................................................................. 39
29.11 Performance by Operating Agent ................................................................................................ 39
29.12 Performance by Intermountain Power Service Corporation........................................................ 40
29.13 Rights Under Power Purchase Agreement .................................................................................. 40
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APPENDICES
Appendix A
Interconnection Facilities
Appendix B
Milestones
Appendix C
Interconnection Details
Appendix D
Security Arrangements Details
Appendix E
Commercial Operation Date
Appendix F
Addresses for Delivery of Notices and Billings
Appendix G
Interconnection Requirements for a Wind Generating Plant
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STANDARD GENERATOR INTERCONNECTION AGREEMENT
THIS STANDARD GENERATOR INTERCONNECTION AGREEMENT (this
“Agreement”) is made and entered as of the ____ day of ________ 20[__] (the “Effective Date”), by and
between Intermountain Power Agency, a political subdivision of the State of Utah (“IPA”), and
______________________, a _________________________, organized and existing under the laws of
the State of _________ (“Interconnection Customer”). Interconnection Customer and IPA each may be
referred to as a “Party” or collectively as the “Parties.”
RECITALS
WHEREAS, IPA owns the Transmission System (as defined below) and has contracted with the
Operating Agent (as defined below) to serve as its agent in the operation of the Transmission System and
other assets of IPA, and has contracted with Intermountain Power Service Corporation (as defined below)
to provide personnel and services to assist, under the direction of the Operating Agent, in the operation of
the Transmission System and such other assets of IPA; and
WHEREAS, Interconnection Customer intends to own, lease and/or control and operate the
Generating Facility (as defined below); and
WHEREAS, Interconnection Customer and IPA desire to enter into this Agreement for the
purpose of interconnecting the Generating Facility with the IPA Switchyard (as defined below);
NOW, THEREFORE, in consideration of and subject to the mutual covenants contained herein,
it is agreed:
When used in this Agreement, terms with initial capitalization that are not defined in Article 1
shall have the meanings specified in the Article in which they are used.
ARTICLE 1. DEFINITIONS
Adverse System Impact shall mean the threatened or actual negative effects arising out of the
exceedence of technical or operational limits on conductors or other equipment that may compromise the
safety and reliability of an electric system.
Affected System shall mean an electric system other than the Transmission System that may be
affected by the interconnection of the Generating Facility to the Transmission System.
Affected System Operator shall mean the entity that operates an Affected System.
Affiliate shall mean, with respect to a corporation, partnership or other entity, each other
corporation, partnership or other entity that directly or indirectly, through one or more intermediaries,
controls, is controlled by, or is under common control with, such corporation, partnership or other entity.
ANSI shall mean the American National Standard Institute or its successor organization.
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Applicable Laws and Regulations shall mean all duly promulgated applicable federal, state and
local laws, regulations, rules, ordinances, codes, decrees, judgments, directives, or judicial or
administrative orders, permits and other duly authorized actions of any Governmental Authority.
Applicable Reliability Council shall mean the reliability council applicable to the Transmission
System.
Applicable Reliability Standards shall mean the requirements and guidelines of NERC, the
Applicable Reliability Council, and the Balancing Authority of the Transmission System.
Balancing Authority shall mean, with respect to its Balancing Authority Area, the Los Angeles
Department of Water and Power. The Balancing Authority maintains load resource balance within its
Balancing Authority Area.
Balancing Authority Area shall mean the collection of generation, transmission and loads
within the metered boundaries in which the Transmission System is located. Without limiting the
generality of the foregoing, the boundaries of the Balancing Authority Area shall include the site of the
Generating Facility.
Base Case shall mean the base case power flow, short circuit, and stability databases created by
IPA and used for the Interconnection Studies.
Breach shall mean the failure of a Party to perform or observe any material term or condition of
this Agreement.
Breaching Party shall mean a Party that is in Breach of this Agreement.
Business Day shall mean Monday through Friday, excluding any day on which commercial
banks in the State of Utah are closed.
Commercial Operation Date of a unit shall mean the date on which Interconnection Customer
commences commercial operation of the Generating Facility after Trial Operation of such unit has been
completed as confirmed in writing substantially in the form of Appendix E to this Agreement.
Confidential Information shall mean any confidential, proprietary or trade secret information,
including, without limitation, any such information set forth in a plan, specification, pattern, procedure,
design, device, list, concept, policy or compilation relating to the present or planned business of a Party,
which is designated in writing as confidential by the Party supplying the information.
Default shall mean the failure of a Breaching Party to cure a Breach on its part in accordance
with Article 17 of this Agreement.
Dispute Resolution shall mean the procedure for resolution of a dispute between the Parties in
which they will first attempt to resolve the dispute on an informal basis.
Emergency Condition shall mean a condition or situation: (1) that in the judgment of the Party
making the claim is imminently likely to endanger life or property; or (2) that, in the case of IPA, is
imminently likely (as determined in a non-discriminatory manner) to cause a material adverse effect on
the security of, or damage to, the Transmission System, the IPA Interconnection Facilities or the electric
systems of IPA or others to which the Transmission System is directly connected; or (3) that, in the case
of Interconnection Customer, is imminently likely (as determined in a non-discriminatory manner) to
2
cause a material adverse effect on the security of, or damage to, the Generating Facility or Interconnection
Customer’s Interconnection Facilities. System restoration and black start shall be considered Emergency
Conditions; provided, that Interconnection Customer is not obligated by this Agreement to possess black
start capability.
Environmental Law shall mean Applicable Laws or Regulations relating to pollution or
protection of the environment or natural resources.
Facilities Study shall mean the study conducted by or on behalf of IPA for Interconnection
Customer in accordance with the Interconnection Procedures to determine a list of facilities, the cost of
those facilities, and the time required to interconnect the Generating Facility with the IPA Switchyard.
Feasibility Study shall mean the study conducted by or on behalf of IPA for Interconnection
Customer in accordance with the Interconnection Procedures to determine the preliminary impacts and
costs of interconnecting the Generating Facility to the IPA Switchyard.
Federal Power Act shall mean the Federal Power Act, as amended, 16 U.S.C. §§ 791a et seq.
Force Majeure shall mean any act of God, labor disturbance, act of the public enemy, war,
insurrection, riot, fire, storm or flood, explosion, any order, regulation or restriction imposed by
governmental, military or lawfully established civilian authorities, and not caused by an act of negligence
or intentional wrongdoing of the Party claiming or seeking relief or excuse as the result of an event or
condition of Force Majeure. Economic hardship shall not be considered a Force Majeure event.
Generating Facility shall mean Interconnection Customer’s facility for the production of
electricity identified in the Interconnection Request but shall not include Interconnection Customer’s
Interconnection Facilities. The Generating Facility shall conform to the technical requirements specified
in Appendix G to this Agreement.
Generating Facility Capacity shall mean the net capacity of the Generating Facility and the
aggregate net capacity of the Generating Facility where it includes multiple energy production devices.
Good Utility Practice shall mean any of the practices, methods and acts engaged in or approved
by a significant portion of the electric industry during the relevant time period, or any of the practices,
methods and acts which, in the exercise of reasonable judgment in light of the facts known at the time the
decision was made, could have been expected to accomplish the desired result at a reasonable cost
consistent with good business practices, reliability, safety and expedition. Good Utility Practice is not
intended to be limited to the optimum practice, method, or act to the exclusion of all others, but rather to
be acceptable practices, methods or acts generally accepted in the industry.
Governmental Authority shall mean any federal, state, local or other governmental regulatory or
administrative agency, court, commission, department, board, or other governmental subdivision,
legislature, rulemaking board, tribunal, or other governmental authority having jurisdiction over either
Party, their respective facilities, or the respective services they provide, and exercising or entitled to
exercise any administrative, executive, police, or taxing authority or power; provided, however, that such
term does not include either Party or any Affiliate thereof.
Hazardous Substances shall mean any chemicals, materials or substances defined as or included
in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “hazardous
constituents,” “restricted hazardous materials,” “extremely hazardous substances,” “toxic substances,”
“radioactive substances,” “contaminants,” “pollutants,” “toxic pollutants” or words of similar meaning
3
and regulatory effect under any applicable Environmental Law, or any other chemical, material or
substance, exposure to which is prohibited, limited or regulated by any applicable Environmental Law.
Initial Synchronization Date shall mean the date upon which the Generating Facility is initially
synchronized and upon which Trial Operation begins.
In-Service Date shall mean the date upon which Interconnection Customer reasonably expects it
will be ready to begin use of Interconnection Customer’s Interconnection Facilities in connection with the
operation, including for testing purposes, of the Generating Facility.
Interconnection Customer has the meaning set forth in the introductory paragraph of this
Agreement.
Interconnection Customer’s Interconnection Facilities or “ICIF” shall mean all facilities and
equipment, as identified in Appendix A of this Agreement, that are located between the Generating
Facility and the Point of Interconnection, including any modification, addition, or upgrades to such
facilities and equipment necessary to physically and electrically interconnect the Generating Facility to
the IPA Switchyard. Interconnection Customer’s Interconnection Facilities shall be owned by
Interconnection Customer and are sole use facilities.
Interconnection Facilities shall mean the IPA Interconnection Facilities and Interconnection
Customer’s Interconnection Facilities.
Interconnection Procedures shall mean the Standard Generator Interconnection Procedures of
IPA as in effect from time to time.
Interconnection Request shall mean Interconnection Customer’s [
date
] request
pursuant to the Interconnection Procedures to interconnect the Generating Facility with the IPA
Switchyard.
Interconnection Service shall mean the Energy Resource Interconnection Service described in
Article 4 and provided by IPA pursuant to the terms of this Agreement.
Interconnection Study shall mean any of the following studies performed in accordance with the
Interconnection Procedures: the Feasibility Study, the System Impact Study, the Facilities Study, and any
Optional Interconnection Study.
Intermountain Power Service Corporation shall mean Intermountain Power Service
Corporation, a nonprofit corporation created under the provisions of the Utah Nonprofit Corporation and
Cooperative Association Act, which has contracted with IPA to provide services to IPA and the Operating
Agent, as IPA’s agent, in connection with the operation, repair and maintenance of the Transmission
System and other components of IPA’s electric generation and transmission system.
IPA Interconnection Facilities shall mean all facilities and equipment from the Point of
Interconnection and into the IPA Switchyard as identified in Appendix A to this Agreement, including
any modifications, additions or upgrades to such facilities and equipment, which shall be owned by IPA.
IPA Switchyard shall mean the AC switchyard owned by IPA and located at the Intermountain
Generating Station site near Delta, Utah, into which Interconnection Customer’s transmission line from
the Generating Facility will be interconnected pursuant to this Agreement.
4
Joint Operating Committee shall mean the Joint Operating Committee established pursuant to
Article 28 of this Agreement.
Last Transmission Leg shall mean the last portion of Interconnection Customer’s transmission
line from the Generating Facility that begins at the boundary of the property owned by IPA and ends at
the Point of Interconnection.
Los Angeles Department of Water and Power shall mean the City of Los Angeles, a California
municipal corporation, acting by and through its Department of Water and Power.
Metering Equipment shall mean all metering equipment installed or to be installed pursuant to
this Agreement at the metering points, including but not limited to instrument transformers, MWh-meters,
MVar-meters, backfeed meters, data acquisition equipment, transducers, remote terminal units,
communications equipment, phone lines and fiber optics.
NERC shall mean the North American Electric Reliability Corporation or its successor
organization.
Network Upgrades shall mean the additions, modifications and upgrades to equipment and
facilities on IPA’s side of the Point of Interconnection (including to any Affected System) that are not
Interconnection Facilities such as breakers or other equipment (but not upgrades to the capacity of
transmission lines that are part of the Transmission System) to accommodate the interconnection of the
Generating Facility to the Transmission System. Necessary Network Upgrades may be identified in the
Interconnection Studies, but because they are not Interconnection Facilities, they will not be included in
the work to be performed pursuant to Appendix A.
Notice of Dispute shall mean a written notice of a dispute or claim that arises out of or in
connection with this Agreement or its performance.
Operating Agent shall mean IPA’s operating agent, the Los Angeles Department of Water and
Power.
Optional Interconnection Study shall mean a study conducted by or on behalf of IPA for
Interconnection Customer in accordance with and as described in the Interconnection Procedures.
Party or Parties shall mean IPA, Interconnection Customer or both.
Point of Interconnection shall mean the point described as the point of interconnection under the
heading “POINT OF INTERCONNECTION” of Appendix A to this Agreement.
Power Purchasers means any or all of the purchasers of power from IPA’s generating facility
pursuant to current or future power purchase agreements.
Reactive Power shall mean the power consumed in an AC circuit because of the expansion and
collapse of magnetic fields (inductive and electrostatic (capacitive)). Reactive Power is expressed in voltampere-reactive (VAR).
Real Power shall mean the product of the voltage across a branch of an alternating-current circuit
and the component of the electric current that is in phase with the voltage. Real Power is measured in
watts and often expressed in kilowatts (kW) or megawatts (MW).
5
Reasonable Efforts shall mean, with respect to an action required to be attempted or taken by a
Party under this Agreement, efforts that are commercially reasonable, timely and consistent with Good
Utility Practice, and are otherwise substantially equivalent to those a Party would use to protect its own
interests.
Reliability Management System Agreement means the agreement between Interconnection
Customer as “Generator” and the Los Angeles Department of Water and Power as “Transmission
Operator” required by the Western Electricity Coordinating Council, formerly the Western Systems
Coordinating Council.
System Impact Study shall mean the engineering study and any supplements thereto that,
pursuant to the Interconnection Procedures, evaluated the impact of the proposed interconnection on the
safety and reliability of the Transmission System.
System Protection Facilities shall mean the equipment, including necessary protection signal
communications equipment, required to protect (1) the Transmission System and IPA’s other electric
system components from faults or other electrical disturbances occurring at the Generating Facility and
(2) the Generating Facility from faults or other electrical system disturbances occurring on the
Transmission System or on other delivery systems or other generating systems to which the Transmission
System is directly connected.
Transmission System shall mean the transmission facilities owned by IPA for the transmission
of energy on IPA’s side of the Point of Interconnection, including the IPA Switchyard.
Trial Operation shall mean the period during which Interconnection Customer is engaged in onsite test operations and commissioning of the Generating Facility prior to commercial operation.
ARTICLE 2. EFFECTIVE DATE, TERM AND TERMINATION
2.1
Effective Date. This Agreement shall become effective as of the Effective Date upon execution
and delivery of this Agreement by both of the Parties.
2.2
Term of Agreement. Subject to the provisions of Section 2.3, this Agreement shall remain in
effect from the Effective Date until June 15, 2027, and shall, subject to the provisions of Section
2.3, be automatically renewed for each successive one-year period thereafter.
2.3
Termination Procedures. This Agreement may be terminated as follows:
2.3.1
Written Notice. Interconnection Customer may terminate this Agreement after giving
IPA ninety (90) calendar days advance written notice;
2.3.2
Interconnection Customer Abandonment. IPA may terminate this Agreement if
Interconnection Customer has not delivered energy to the Point of Interconnection for a
continuous period of twelve (12) months; provided, however, if at any time during any
such twelve month period an event or condition of Force Majeure occurs that prevents
Interconnection Customer from delivering energy to the Point of Interconnection, then
such twelve-month period shall be extended by the length of time the Force Majeure
event or condition was in existence;
6
2.4
2.5
2.3.3
IPA Abandonment. Automatically, if after June 15, 2027, IPA does not own and
operate the Transmission System in substantially the manner in which it is owned and
operated as of the Effective Date; or
2.3.4
Default. Either Party may terminate this Agreement in accordance with Article 17.
2.3.5
Other Provisions. This Agreement shall terminate as provided in any other provision of
this Agreement.
Termination Costs. If this Agreement automatically terminates or is terminated pursuant to
Section 2.3 above, Interconnection Customer shall pay all costs incurred (including any
cancellation or return costs relating to orders or contracts for Interconnection Facilities, materials
and equipment) and charges assessed by IPA, as of the date such termination becomes effective,
that are the responsibility of Interconnection Customer under this Agreement. Upon termination
of this Agreement for any reason, both Parties shall use Reasonable Efforts to mitigate the costs,
damages and charges arising as a consequence of termination. Upon termination of this
Agreement:
2.4.1
Facilities Not Completed. With respect to any portion of the IPA Interconnection
Facilities that have not yet been constructed or installed, IPA shall, to the extent possible
and with Interconnection Customer’s authorization, cancel any pending orders of, or
return, any materials or equipment for, and cancel any contracts for construction of, such
Facilities. If Interconnection Customer elects not to authorize such cancellation or return,
Interconnection Customer shall assume, pursuant to a written assumption agreement
executed by Interconnection Customer and in form and substance acceptable to IPA, in
its reasonable discretion, all payment and other obligations with respect to such materials,
equipment and contracts, and IPA shall deliver, and Interconnection Customer shall
accept delivery of, such material and equipment, and, if necessary, IPA shall assign, and
Interconnection Customer shall accept the assignment of, such contracts, to
Interconnection Customer, which delivery and assignment shall be made as soon as
practicable after the termination of this Agreement, and at Interconnection Customer’s
expense. For so long as any obligation assumed by Interconnection Customer pursuant to
the preceding sentence remains unpaid the security provided by Interconnection
Customer under Article 11 shall remain in effect and be available to be drawn upon by
IPA to satisfy any such obligation.
2.4.2
Cancellation Costs. Interconnection Customer shall be responsible for, and shall
promptly pay, all costs incurred by IPA in connection with Interconnection Customer’s
interconnection, including any cancellation costs relating to orders or contracts for
Interconnection Facilities and equipment.
2.4.3
Removal Costs. With respect to any portion of the Interconnection Facilities, and any
other facilities already installed or constructed pursuant to this Agreement,
Interconnection Customer shall be responsible for, and shall promptly pay, all costs of, or
associated with, the removal, relocation or other disposition or retirement of such
materials, equipment, or facilities.
Disconnection. Upon termination of this Agreement, the Parties will take all appropriate steps to
disconnect the Generating Facility from the Transmission System. All costs required to effectuate
such disconnection shall be borne by Interconnection Customer, unless such termination resulted
from IPA’s Default under this Agreement, in which case such costs shall be borne by IPA.
7
2.6
Survival. This Agreement shall continue in effect after termination to the extent necessary to
provide for final billings and payments and for costs incurred hereunder, including billings and
payments pursuant to this Agreement; to permit the determination and enforcement of liability
and indemnification obligations arising from acts or events that occurred while this Agreement
was in effect; and to permit each Party to have access to the lands of the other Party pursuant to
this Agreement or other applicable agreements, to disconnect, remove or salvage its own facilities
and equipment.
ARTICLE 3. REGULATORY FILINGS
3.1
Filing. If required by Applicable Laws and Regulations, each Party shall file this Agreement
(and any amendment hereto) with the appropriate Governmental Authority. Any information
related to Interconnection Studies asserted in writing by either Party to contain competitively
sensitive commercial or financial information shall, to the extent permitted by the public
records/open meetings or other applicable laws of the States of California or Utah, be maintained
by each Party and identified as “confidential”, which identification shall state that the information
is Confidential Information and shall request that such information be kept confidential. If
applicable, Interconnection Customer shall provide IPA, in writing, with Interconnection
Customer’s basis for asserting that the information referred to in this Section 3.1 is competitively
sensitive information, and IPA may disclose such writing to all appropriate Governmental
Authorities. Interconnection Customer shall be responsible for the costs associated with
affording confidential treatment of such information. Interconnection Customer shall reasonably
cooperate with IPA with respect to, and shall pay the costs of, all such filings required of IPA and
to provide any information reasonably requested by IPA needed to comply with any Applicable
Laws and Regulations.
ARTICLE 4. SCOPE OF SERVICE
4.1
Interconnection Service.
4.1.1
The Product. Interconnection Service allows Interconnection Customer to connect the
Generating Facility to the IPA Switchyard. Interconnection Service does not in and of
itself convey to any person the right, or entitle any person, to transmit energy through the
IPA Switchyard or to use or receive any transmission delivery service.
4.1.2
Transmission Delivery Service Implications. Under Interconnection Service,
Interconnection Customer will be able to inject power from the Generating Facility at the
Point of Interconnection into the Transmission System only if delivery of such power can
be accepted at the IPA Switchyard and if adequate transmission capacity is available to
the purchaser of such power, up to the amount of MW’s identified in the applicable
stability and steady state studies to the extent the upgrades initially required to qualify for
Interconnection Service have been constructed. No transmission delivery service from
the Generating Facility or on the Transmission System is assured.
4.2
Provision of Service. IPA shall provide Interconnection Service for the Generating Facility at
the Point of Interconnection.
4.3
Performance Standards. Each Party shall perform all of its obligations under this Agreement in
accordance with Applicable Laws and Regulations, Applicable Reliability Standards, and Good
8
Utility Practice, and to the extent a Party is required to take any action or prevented from or
limited in taking any action by such regulations and standards, such Party shall not be in Breach
of this Agreement for its compliance therewith. In addition, concurrently with the execution of
this Agreement, Interconnection Customer shall enter into and thereafter comply with the
Reliability System Management Agreement.
ARTICLE 5. INTERCONNECTION FACILITIES ENGINEERING,
PROCUREMENT AND CONSTRUCTION
5.1
IPA Standards. IPA shall not be required to undertake any action which is inconsistent with its
standard safety practices, its material and equipment specifications, its design criteria and
construction procedures, its labor agreements, Applicable Reliability Standards and Applicable
Laws and Regulations. In the event that IPA reasonably expects that it will not be able to
complete the responsibilities assigned to it in Appendix A by the specified dates, IPA shall
promptly provide written notice thereof to Interconnection Customer and shall undertake
Reasonable Efforts to meet the earliest possible dates thereafter.
5.2
Engineering and Procurement. The Parties shall design the Interconnection Facilities and
procure the necessary equipment according to the responsibilities of each Party, as set forth in
Appendix A.
5.3
Construction Commencement. The Parties shall commence construction of the Interconnection
Facilities according to the responsibilities of each Party, as set forth in Appendix A, as soon as
practicable after the following conditions, together with any other applicable conditions in this
Agreement, are satisfied:
5.3.1
Approval of the appropriate Governmental Authority shall have been obtained for any
facilities requiring regulatory approval;
5.3.2
Necessary real property rights and rights-of-way shall have been obtained, to the extent
required for the construction of a discrete aspect of the Interconnection Facilities; and
5.3.3
Interconnection Customer shall have provided security to IPA in accordance with Section
11.1 by the date specified in Article 11.
5.4
Facility Specifications. Interconnection Customer shall submit initial plans and specifications
for the ICIF, including System Protection Facilities, to IPA at least one hundred eighty (180)
calendar days prior to the Initial Synchronization Date; and final plans and specifications for
review and comment at least ninety (90) calendar days prior to the Initial Synchronization Date.
IPA shall review such plans and specifications to ensure that the ICIF are compatible with the
technical specifications, operational control and safety requirements of IPA and comment on such
plans and specifications within thirty (30) calendar days of Interconnection Customer’s
submission thereof to IPA.
5.5
IPA’s Review. IPA’s review of Interconnection Customer’s preliminary or final specifications
shall not be construed as the provision of consulting, engineering, design or construction services
by IPA to Interconnection Customer or as confirming, endorsing, or providing a warranty as to
the design, fitness, safety, durability or reliability of the Generating Facility, or the ICIF.
Interconnection Customer shall make such changes to the ICIF as may reasonably be required by
9
IPA, in accordance with Good Utility Practice, to ensure that the ICIF are compatible with the
telemetry, communications and safety requirements of IPA.
5.6
Construction of Facilities. The Interconnection Facilities shall be designed and constructed by
the Party responsible therefor under Appendix A and, except as indicated in Appendix A, at the
sole cost and expense of Interconnection Customer in accordance with plans and specifications
approved by IPA and Good Utility Practice. Interconnection Customer shall cause all Network
Upgrades not associated with the Transmission System to be completed in cooperation with the
owner of the facilities that must be completed at no cost or expense to IPA. Within one hundred
twenty (120) calendar days after the Commercial Operation Date, unless the Parties agree on
another mutually acceptable deadline or an earlier deadline is required under Applicable
Reliability Standards, each Party shall prepare and deliver to the other, at Interconnection
Customer’s expense, “as-built” drawings, information and documents for the Interconnection
Facilities such Party designed or constructed pursuant to Appendix A, such as: a one-line
diagram, a site plan showing the Generating Facility and the Interconnection Facilities, plan and
elevation drawings showing the layout of the Interconnection Facilities, a relay functional
diagram, relaying AC and DC schematic wiring diagrams and relay settings for all facilities
associated with Interconnection Customer’s step-up transformers, the facilities connecting the
Generating Facility to the step-up transformers and the Interconnection Facilities, and the
impedances (determined by factory tests) for the associated step-up transformers and the
Generating Facilities. Interconnection Customer shall provide IPA plans and specifications for
the excitation system, automatic voltage regulator, Generating Facility control and protection
settings, transformer tap settings and communications.
5.7
Work Progress. The Parties will keep each other advised periodically as to the progress of their
respective design, procurement and construction efforts. Either Party may, at any time, request a
progress report from the other Party. If, at any time, Interconnection Customer determines that
the completion of the IPA Interconnection Facilities will not be required until after the specified
In-Service Date, Interconnection Customer will provide written notice to IPA of such later date
upon which the completion of the IPA Interconnection Facilities will be required, and all
milestones and deadlines for such completion shall be appropriately extended.
5.8
Information Exchange. As soon as reasonably practicable after the Effective Date, the Parties
shall exchange information regarding the design and compatibility of the Parties’ Interconnection
Facilities and compatibility of the Interconnection Facilities with the Transmission System, and
shall work diligently and in good faith to make any necessary design changes.
5.9
Limited Operation. If any of the IPA Interconnection Facilities are not reasonably expected to
be completed prior to the Commercial Operation Date of the Generating Facility and completion
of Interconnection Customer’s Interconnection Facilities, IPA shall, upon the request and at the
expense of Interconnection Customer, perform operating studies on a timely basis to determine
the extent to which the Generating Facility and Interconnection Customer’s Interconnection
Facilities may operate prior to the completion of the IPA Interconnection Facilities consistent
with Applicable Laws and Regulations, Applicable Reliability Standards, Good Utility Practice,
and this Agreement. IPA shall permit Interconnection Customer to operate the Generating
Facility and Interconnection Customer’s Interconnection Facilities in accordance with the results
of such studies.
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5.10
Access Rights.
5.10.1 Interconnection Customer. Upon reasonable notice and subject to any required or
necessary regulatory approvals, IPA shall furnish to Interconnection Customer any rights
of use, licenses, rights of way and easements (which may, in IPA’s discretion, be nonexclusive) with respect to lands owned or controlled by IPA and its agents that are
necessary to enable Interconnection Customer to obtain ingress and egress to construct,
operate, maintain, repair, test (or witness testing), inspect, replace or remove facilities
and equipment to: (i) interconnect the Generating Facility with the IPA Switchyard; (ii)
operate and maintain the Generating Facility and the ICIF; and (iii) disconnect or remove
Interconnection Customer’s facilities and equipment upon termination of this Agreement.
Interconnection Customer shall pay to IPA, in exchange for such rights of use, licenses,
rights of way and easements, a fee in an amount equal to the fair value thereof as
determined pursuant to Section 36 of the Power Sales Contracts between IPA and each
Power Purchaser. The form and content of any instruments used to convey such rights
shall be reasonably acceptable to IPA.
5.10.2 IPA. Upon reasonable notice and subject to any required or necessary regulatory
approvals, Interconnection Customer shall furnish at no cost to IPA any rights of use,
licenses, rights of way and easements with respect to lands owned or controlled by
Interconnection Customer and its agents that are necessary to enable IPA to obtain
ingress and egress to construct, operate, maintain, repair, test (or witness testing), inspect,
replace or remove facilities and equipment to: (i) interconnect the Generating Facility
with the IPA Switchyard; (ii) operate and maintain the IPA Interconnection Facilities and
the Transmission System; and (iii) disconnect or remove facilities and equipment upon
termination of this Agreement.
5.10.3 Interference and Safety. In exercising such licenses, rights of way and easements, the
Party granted access shall not unreasonably disrupt or interfere with normal operation of
the other Party’s electric system or business and shall adhere to the safety rules and
procedures established in advance, as may be changed from time to time, by the Party
granting access.
5.11
Permits. Appendix B to this Agreement sets forth the allocation of the responsibilities of the
Parties to obtain all permits, licenses and authorizations that are necessary to accomplish the
interconnection in compliance with Applicable Laws and Regulations. The Parties shall
cooperate with each other in good faith in obtaining any such permits, licenses and authorizations.
5.12
Suspension. Interconnection Customer reserves the right, upon written notice to IPA, to suspend
at any time all work by IPA associated with the construction and installation of the IPA
Interconnection Facilities on the condition that the Interconnection Facilities shall be left in a safe
and reliable condition in accordance with Good Utility Practice and IPA’s safety and reliability
criteria. In such event, Interconnection Customer shall be responsible for all reasonable and
necessary costs which IPA (i) has incurred pursuant to this Agreement prior to the suspension and
(ii) incurs in suspending such work, including any costs incurred to perform such work as may be
necessary to ensure the safety of persons and property and the integrity of the Transmission
System during such suspension and, if applicable, any costs incurred in connection with the
cancellation or suspension of material, equipment and labor contracts which IPA cannot
reasonably avoid.
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IPA shall invoice Interconnection Customer for such costs pursuant to Article 12 and shall use
Reasonable Efforts to minimize its costs. In the event Interconnection Customer suspends work
pursuant to this Section 5.12, and has not requested IPA to recommence the work on or before the
expiration of three (3) years following commencement of such suspension, this Agreement shall
automatically terminate.
5.13
Modification.
5.13.1 General. Either Party may undertake modifications to its Interconnection Facilities. If a
Party plans to undertake a modification to its Interconnection Facilities that reasonably
may be expected to affect the other Party’s Interconnection Facilities, that Party shall
provide to the other Party sufficient information regarding such modification so that the
other Party may evaluate the potential impact of such modification prior to
commencement of the work; provided, however, that IPA shall not be required to take
any action in connection with Interconnection Customer’s proposed modifications that
would interrupt or interfere with the operation of IPA’s generation assets or Transmission
System. Such information shall be deemed to be confidential hereunder and shall include
information concerning the timing of such modifications and whether such modifications
are expected to interrupt the flow of electricity from the Generating Facility. The Party
desiring to perform such work shall provide the relevant drawings, plans and
specifications to the other Party at least ninety (90) calendar days in advance of the
commencement of the work or such shorter period upon which the Parties may agree,
which agreement shall not unreasonably be withheld, conditioned or delayed.
5.13.2 Future Interconnections. IPA may undertake, or may require Interconnection Customer
to undertake (at the sole cost and expense of any future interconnection customer)
modifications to Interconnection Customer’s Interconnection Facilities reasonably
required to accommodate the future interconnection, provided, however, that
Interconnection Customer shall not be required to take any action that would
unreasonably interfere with the operation of the Generating Facility.
5.13.3 Standards. Any additions, modifications or replacements made to a Party’s facilities
shall be designed, constructed and operated in accordance with this Agreement and Good
Utility Practice.
5.13.4 Modification Costs. Except as set forth herein, Interconnection Customer shall not be
responsible for the costs of any additions, modifications or replacements that IPA makes
to the IPA Interconnection Facilities or the Transmission System to facilitate the
interconnection of a third party to the IPA Interconnection Facilities or the Transmission
System. Interconnection Customer shall be responsible for the costs of any additions,
modifications or replacements to Interconnection Customer’s Interconnection Facilities
that may be necessary to maintain or upgrade such Interconnection Customer’s
Interconnection Facilities consistent with Applicable Laws and Regulations, Applicable
Reliability Standards or Good Utility Practice.
5.14
Bond Financing. Notwithstanding anything in this Agreement to the contrary, IPA shall not be
required to perform any obligation hereunder or take any action in furtherance thereof that, in the
sole opinion of IPA’s Bond Counsel, creates a risk that the use of any portion of the IPA
Switchyard (or any other assets of IPA) in the manner provided in this Agreement will be treated
as “private business use” under (and as defined in) section 141(b)(6) of the Internal Revenue
Code; provided, however, that the foregoing shall not be applicable if Interconnection Customer
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first pays to IPA all costs and expenses of mitigating the effects of such private business use,
including but not limited to the costs and expenses of IPA taking appropriate remedial action as
directed by its Bond Counsel, in its Bond Counsel’s sole opinion required to eliminate such
private business use, unless IPA shall reasonably determine to otherwise make provision for such
remediation of such private business use.
ARTICLE 6. TESTING AND INSPECTION
6.1
Pre-Commercial Operation Date Testing and Modifications. Prior to the Commercial
Operation Date, IPA shall test the IPA Interconnection Facilities and Interconnection Customer
shall test the Generating Facility and Interconnection Customer’s Interconnection Facilities to
ensure their safe and reliable operation consistent with Applicable Reliability Standards. Similar
testing may be required after initial operation. Each Party shall make any modifications to its
facilities that are found to be necessary as a result of such testing. Interconnection Customer shall
bear the cost of all such testing and modifications. Interconnection Customer shall generate test
energy at the Generating Facility only if it has arranged for the delivery of such test energy.
6.2
Post-Commercial Operation Date Testing and Modifications. Each Party shall perform
routine inspection and testing of its facilities and equipment in accordance with Good Utility
Practice as may be necessary to ensure the continued interconnection of the Generating Facility
with the Transmission System in a safe and reliable manner. Each Party shall have the right,
upon advance written notice, to require reasonable additional testing of the other Party’s facilities,
as may be in accordance with Good Utility Practice. Interconnection Customer shall reimburse
IPA for the cost of all such testing and modifications.
6.3
Right to Observe Testing. Each Party shall notify the other Party in advance of its performance
of tests of its Interconnection Facilities. The other Party has the right, at its own expense, to
observe such testing.
6.4
Right to Inspect. Each Party shall have the right, but shall have no obligation to: (i) observe the
other Party’s tests and/or inspection of any of its System Protection Facilities and other protective
equipment; (ii) review the settings of the other Party’s System Protection Facilities and other
protective equipment; and (iii) review the other Party’s maintenance records relative to the
Interconnection Facilities, the System Protection Facilities and other protective equipment. A
Party may exercise these rights from time to time as it deems necessary upon reasonable notice to
the other Party. The exercise or non-exercise by a Party of any such rights shall not be construed
as an endorsement or confirmation of any element or condition of the Interconnection Facilities or
the System Protection Facilities or other protective equipment or the operation thereof, or as a
warranty as to the fitness, safety, desirability or reliability of the same.
ARTICLE 7. METERING
7.1
General. Each Party shall comply with the Applicable Reliability Council Standards. Unless
otherwise agreed by the Parties, IPA shall install Metering Equipment, as specified in Appendix
A, prior to any operation of the Generating Facility and shall own, operate, test and maintain such
Metering Equipment. Real Power and Reactive Power flows to and from the Generating Facility
shall be measured at or, at IPA’s option, compensated to, the Point of Interconnection. IPA shall
provide metering quantities, in analog and/or digital form, to Interconnection Customer upon
request. Interconnection Customer shall bear all reasonable documented costs associated with the
13
purchase, installation, replacement, repair, operation, inspection, testing and maintenance of the
Metering Equipment.
7.2
Check Meters. Interconnection Customer, at its option and expense, may install and operate, on
its premises and on its side of the Point of Interconnection, one or more check meters to check
IPA’s meters. Such check meters shall be for check purposes only and shall not be used for the
measurement of power flows for purposes of this Agreement, except as provided in Section 7.4
below. The check meters shall be subject at all reasonable times to inspection and examination
by IPA or its designee. The installation, operation and maintenance thereof shall be performed
entirely by Interconnection Customer in accordance with Good Utility Practice.
7.3
Standards. IPA shall install, calibrate and test revenue quality Metering Equipment in
accordance with applicable ANSI standards.
7.4
Testing of Metering Equipment. IPA shall inspect and test all IPA-owned Metering Equipment
upon installation and at least once every two (2) years thereafter, and if requested to do so by
Interconnection Customer, shall inspect or test Metering Equipment more frequently than every
two (2) years. All such testing and inspections shall be at the expense of Interconnection
Customer pursuant to Section 7.1 of this Agreement. IPA shall give reasonable notice of the time
when any inspection or test shall take place, and Interconnection Customer may have
representatives present at the test or inspection. If at any time Metering Equipment is found to be
inaccurate or defective, it shall be adjusted, repaired or replaced at Interconnection Customer’s
expense, in order to provide accurate metering. If Metering Equipment fails to register, or if the
measurement made by Metering Equipment during a test varies by more than two percent (2%)
from the measurement made by the standard meter used in the test, IPA shall adjust the
measurements by correcting all measurements for the period during which Metering Equipment
was in error by using Interconnection Customer’s check meters, if installed and if calibrated and
tested in accordance with applicable ANSI Standards. If no such check meters are installed or if
the period cannot be reasonably ascertained, the adjustment shall be for the period immediately
preceding the test of the Metering Equipment equal to one-half the time from the date of the last
previous test of the Metering Equipment.
7.5
Metering Data. At Interconnection Customer’s expense, the metered data shall be telemetered to
one or more locations designated by IPA and one or more locations designated by Interconnection
Customer. Such telemetered data shall be used, under normal operating conditions, as the official
measurement of the amount of energy delivered from the Generating Facility to the Point of
Interconnection.
ARTICLE 8. COMMUNICATIONS
8.1
Interconnection Customer Obligations. Interconnection Customer shall maintain satisfactory
operating communications with the Transmission System dispatcher or representative designated
by IPA. Interconnection Customer shall provide standard voice line, dedicated voice line and
facsimile communications at its Generating Facility control room or central dispatch facility
through use of either the public telephone system, or a voice communications system that does
not rely on the public telephone system. Interconnection Customer shall also provide the
dedicated data circuit(s) necessary to provide Interconnection Customer data to IPA as set forth in
Appendix D. The data circuit(s) shall extend from the Generating Facility to the location(s)
specified by IPA. Any required maintenance of such communications equipment shall be
performed by Interconnection Customer at its sole expense. Operational communications shall be
14
activated and maintained under, but not be limited to, the following events: system paralleling or
separation, scheduled and unscheduled shutdowns, equipment clearances and hourly and daily
load data.
8.2
Remote Terminal Unit. Prior to the Initial Synchronization Date of the Generating Facility, a
remote terminal unit, or equivalent data collection and transfer equipment acceptable to both
Parties, shall be installed by Interconnection Customer, or by IPA at Interconnection Customer’s
expense, to gather accumulated and instantaneous data to be telemetered to the location(s)
designated by IPA through use of a dedicated point-to-point data circuit(s) as indicated in Section
8.1. The communication protocol for the data circuit(s) shall be as specified by IPA.
Instantaneous bi-directional analog Real Power and Reactive Power flow information must be
telemetered directly to the location(s) specified by IPA.
Each Party will promptly advise the other Party if it detects or otherwise learns of any metering,
telemetry or communications equipment errors or malfunctions that require the attention and/or
correction by the other Party. The Party owning such equipment shall correct such error or
malfunction as soon as reasonably feasible. Interconnection Customer shall reimburse IPA for all
documented costs incurred by it to make any such corrections.
8.3
No Annexation. Any and all equipment placed on the premises of a Party shall be and remain
the property of the Party providing such equipment regardless of the mode and manner of
annexation or attachment to real property, unless otherwise mutually agreed by the Parties. Not
withstanding the foregoing, IPA shall own all of the IPA Interconnection Facilities regardless
whether the cost of such Facilities has been paid or reimbursed to IPA by Interconnection
Customer.
ARTICLE 9. OPERATIONS
9.1
General. Interconnection Customer shall comply with the Applicable Reliability Council
Standards in connection with the construction, installation, operation, maintenance, repair,
replacement and decommissioning of the Generating Facility and the ICIF. IPA shall comply
with the Applicable Reliability Council Standards in connection with the construction,
installation, operation, maintenance, repair, replacement and decommissioning of the IPA
Interconnection Facilities and Transmission System. Each Party shall provide to the other Party
all information that may reasonably be required by the other Party to comply with Applicable
Laws and Regulations and Applicable Reliability Standards.
9.2
IPA Obligations. IPA shall cause the Transmission System and the IPA Interconnection
Facilities to be operated, maintained and controlled in a safe and reliable manner and in
accordance with this Agreement. IPA may provide operating instructions to Interconnection
Customer consistent with this Agreement and IPA’s operating protocols and procedures as they
may change from time to time. IPA will consider, but shall not be required to adopt, changes to
its operating protocols and procedures proposed by Interconnection Customer.
9.3
Interconnection Customer Obligations. Interconnection Customer shall, at its own expense,
operate, maintain and control the Generating Facility and Interconnection Customer’s
Interconnection Facilities (except the Last Transmission Leg, which shall be operated and
maintained by IPA at Interconnection Customer’s sole cost and expense pursuant to Section 10.1)
in a safe and reliable manner and in accordance with this Agreement. Interconnection Customer
shall operate the Generating Facility and Interconnection Customer’s Interconnection Facilities in
15
accordance with all applicable requirements of the Balancing Authority, including such
requirements as are set forth in Appendix C, and shall within five (5) Business Days after
execution of this Agreement execute and deliver the Reliability Management System Agreement.
Interconnection Customer shall comply with all operating instructions, protocols and procedures
as in effect from time to time and adopted by IPA pursuant to Section 9.2 of this Agreement.
9.4
Start-Up and Synchronization. Consistent with the Parties’ mutually acceptable procedures,
Interconnection Customer is responsible for the proper synchronization of the Generating Facility
to the Transmission System.
9.5
Reactive Power.
9.5.1
Power Factor Design Criteria. Interconnection Customer shall design the Generating
Facility such that it complies with the Power Factor Design Criteria specified in
Appendix G.
9.5.2
Voltage Schedules. Once Interconnection Customer has synchronized the Generating
Facility with the Transmission System, Interconnection Customer shall operate the
Generating Facility to produce or absorb Reactive Power within the design limitations of
the Generating Facility. IPA’s voltage schedules shall treat all sources of Reactive Power
in the Balancing Authority Area in an equitable and not unduly discriminatory manner.
IPA shall exercise Reasonable Efforts to provide Interconnection Customer with such
schedules at least one (1) day in advance, and may make changes to such schedules as
necessary to maintain the reliability of the Transmission System. Interconnection
Customer shall operate the Generating Facility to maintain the specified output voltage or
power factor at the Point of Interconnection within the design limitations of the
Generating Facility set forth in Appendix G. If Interconnection Customer is unable to
maintain the specified voltage or power factor, it shall promptly notify the Affected
System Operator.
9.5.3
Governors and Regulators. Whenever the Generating Facility is operated in parallel
with the Transmission System and the speed governors (if installed on the generating
units of the Generating Facility pursuant to Good Utility Practice) and voltage regulators
are capable of operation, Interconnection Customer shall operate the Generating Facility
with its speed governors and voltage regulators in automatic operation. If the Generating
Facility’s speed governors and voltage regulators are not capable of such automatic
operation, Interconnection Customer shall immediately notify IPA and ensure that such
Generating Facility’s Reactive Power production or absorption (measured in MVARs)
are within the design capability of the Generating Facility’s generating unit(s) and steady
state stability limits. Interconnection Customer shall not allow or cause its Generating
Facility to disconnect automatically or instantaneously from the Transmission System or
trip any generating unit comprising the Generating Facility for an under or over
frequency condition unless the abnormal frequency condition persists for a time period
beyond the limits set forth in the Applicable Reliability Standards.
9.5.4
Payment for Reactive Power. IPA shall have no liability or duty to pay Interconnection
Customer for Reactive Power that Interconnection Customer provides from the
Generating Facility as a result of operation of the Generating Facility outside the limits
set forth in Appendix G. If, as a result of the provision of backfeed power to the
Generating Facility by a third party or as a result of Interconnection Customer’s operation
of the Generating Facility outside the limits set forth in Appendix G, Interconnection
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Customer absorbs Reactive Power in excess of such limits, Interconnection Customer
shall pay IPA the reasonably determined value of the absorbed Reactive Power.
Payments shall be made pursuant to Article 12 or in such other manner to which the
Parties have otherwise agreed in writing.
9.6
Outages and Interruptions.
9.6.1
9.6.2
Outages.
9.6.1.1
Outage Authority and Coordination. Each Party may, in accordance with
Good Utility Practice and in coordination with the other Party, remove from
service any of its respective Interconnection Facilities that may impact the
other Party’s facilities as necessary to perform maintenance or testing or to
install or replace equipment. Absent an Emergency Condition, the Party
scheduling a removal of such facility(ies) from service will use Reasonable
Efforts to schedule such removal on a date and time mutually acceptable to
both Parties; provided, however, that planned maintenance outages
implemented by IPA consistent with current and past practices or as required
by the Intermountain Power Project Coordinating Committee shall be deemed
to comply with the Reasonable Efforts standard. In all circumstances any
Party planning to remove such facility(ies) from service shall use Reasonable
Efforts to minimize the effect on the other Party of such removal. Each Party
shall provide notice of its planned maintenance outages, including any updates
or modifications to its planned outage schedule, to the other Party a
reasonable time prior to such outages.
9.6.1.2
Outage Schedules. Interconnection Customer shall update its planned
maintenance schedules as necessary. Such updated schedules shall be
consistent with and comply with Section 9.6.1.1. IPA may require
Interconnection Customer to reschedule its maintenance as reasonably
necessary to maintain the reliability of the Transmission System; provided,
however, adequacy of generation supply shall not be a criterion in determining
Transmission System reliability.
9.6.1.3
Outage Restoration. If an outage on a Party’s Interconnection Facilities
adversely affects the other Party’s operations or facilities, the Party that owns
or controls the facility that is out of service shall use Reasonable Efforts to
promptly restore such facility(ies) to a normal operating condition consistent
with the nature of the outage. The Party that owns or controls the facility that
is out of service shall provide the other Party, to the extent such information is
known, information on the nature of an Emergency Condition, an estimated
time of restoration, and any corrective actions required. Initial verbal notice
shall be followed up as soon as practicable with written notice explaining the
nature of the outage.
Interruption of Service. If required by Good Utility Practice to do so, IPA may require
Interconnection Customer to interrupt or reduce deliveries of electricity if such delivery
of electricity could adversely affect IPA’s ability to perform such activities as are
necessary to safely and reliably operate and maintain the Transmission System. The
following provisions shall apply to any interruption or reduction permitted under this
Section 9.6.2:
17
9.6.2.1
Duration. The interruption or reduction shall continue only for so long as
reasonably necessary under Good Utility Practice;
9.6.2.2
No Advance Notice. When the interruption or reduction must be made under
circumstances which do not allow for advance notice, IPA shall notify
Interconnection Customer by telephone as soon as practicable of the reasons
for the curtailment, interruption or reduction, and, if known, its expected
duration. Telephone notification shall be followed by written notification as
soon as practicable;
9.6.2.3
Notice. Except during the existence of an Emergency Condition, when the
interruption or reduction can be scheduled without advance notice, IPA shall
notify Interconnection Customer in advance regarding the timing of such
scheduling and further notify Interconnection Customer of the expected
duration. IPA shall coordinate with Interconnection Customer using Good
Utility Practice to schedule the interruption or reduction during periods of
least impact to Interconnection Customer and IPA; provided, however, that
IPA shall not be required to take any action in connection with
Interconnection Customer’s proposed modifications that would interrupt or
interfere with the operation of IPA’s system.
9.6.2.4
Cooperation. The Parties shall cooperate and coordinate with each other to
the extent necessary in order to restore the Generating Facility,
Interconnection Facilities, and the Transmission System and IPA’s generating
units to their normal operating state, consistent with system conditions and
Good Utility Practice.
9.6.3
Under-Frequency and Over-Frequency Conditions. The Transmission System is
designed to automatically activate a load-shed program as required by the Applicable
Reliability Council in the event of an under-frequency system disturbance.
Interconnection Customer shall implement under-frequency and over-frequency relay set
points for the Generating Facility as required by the Applicable Reliability Council to
ensure “ride through” capability of the Transmission System. Generating Facility
response to frequency deviations of pre-determined magnitudes, both under-frequency
and over-frequency deviations, shall be studied and coordinated with IPA in accordance
with Good Utility Practice and shall conform to the requirements of Appendix G. The
term “ride through” as used herein shall mean the ability of a Generating Facility to stay
connected to and synchronized with the Transmission System during system disturbances
within a range of under-frequency and over-frequency conditions, in accordance with
Good Utility Practice and Applicable Reliability Standards.
9.6.4
System Protection and Other Control Requirements.
9.6.4.1
System Protection Facilities. Interconnection Customer shall, at its expense,
install, operate and maintain System Protection Facilities as a part of the
Generating Facility or Interconnection Customer’s Interconnection Facilities.
IPA shall install at Interconnection Customer’s expense any System
Protection Facilities that may be required on the IPA Interconnection
Facilities or the Transmission System as a result of the interconnection of the
Generating Facility and Interconnection Customer’s Interconnection
Facilities.
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9.7
9.6.4.2
Design. Each Party’s protection facilities shall be designed and coordinated
with other systems in accordance with Good Utility Practice.
9.6.4.3
Protection. Each Party shall be responsible for protection of its facilities
consistent with Good Utility Practice.
9.6.4.4
Test Switches. Each Party’s protective relay design shall incorporate the
necessary test switches to perform the tests required in Article 6. The required
test switches will be placed such that they allow operation of lockout relays
while preventing breaker failure schemes from operating and causing
unnecessary breaker operations and/or the tripping of Interconnection
Customer’s units.
9.6.4.5
Testing Standards. Each Party will test, operate and maintain System
Protection Facilities in accordance with Good Utility Practice.
9.6.4.6
Trip Testing. Prior to the In-Service Date, and again prior to the Commercial
Operation Date, each Party shall perform a complete calibration test and
functional trip test of its System Protection Facilities. At intervals suggested
by Good Utility Practice and following any apparent malfunction of the
System Protection Facilities, each Party shall perform both calibration and
functional trip tests of its System Protection Facilities. These tests do not
require the tripping of any in-service generation unit. These tests do,
however, require that all protective relays and lockout contacts be activated.
9.6.5
Requirements for Protection. In compliance with Good Utility Practice,
Interconnection Customer shall provide, install, own and maintain relays, circuit breakers
and all other devices necessary to remove any fault contribution of the Generating
Facility to any short circuit occurring on the Transmission System not otherwise isolated
by IPA’s equipment, such that the removal of the fault contribution shall be coordinated
with the protective requirements of the Transmission System. Such protective equipment
shall include, without limitation, a disconnecting device or switch with load-interrupting
capability located between the Generating Facility and the Transmission System at a site
selected upon mutual agreement (not to be unreasonably withheld, conditioned or
delayed) of the Parties. Interconnection Customer shall be responsible for protection of
the Generating Facility and Interconnection Customer’s other equipment from such
conditions as negative sequence currents, over- or under-frequency, sudden load
rejection, over- or under-voltage, and generator loss-of-field. Interconnection Customer
shall be solely responsible to disconnect the Generating Facility and Interconnection
Customer’s other equipment if conditions on the Transmission System could adversely
affect the Generating Facility.
9.6.6
Power Quality. Neither Party’s facilities shall cause excessive voltage flicker nor
introduce excessive distortion to the sinusoidal voltage or current waves as defined by
ANSI Standard C84.1-1989, in accordance with IEEE Standard 519, or any applicable
superseding electric industry standard.
Switching and Tagging Rules. Each Party shall provide the other Party a copy of its switching
and tagging rules that may affect the other Party’s activities. Such switching and tagging rules
shall be developed on a non-discriminatory basis. The Parties shall comply with applicable
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switching and tagging rules, as amended from time to time, in obtaining clearances for work or
for switching operations on equipment.
9.8
Use of Interconnection Facilities by Third Parties.
9.8.1
Purpose of Interconnection Facilities. Except as may be required by Applicable Laws
and Regulations, or as otherwise agreed to among the Parties, the Interconnection
Facilities shall be constructed for the sole purpose of interconnecting the Generating
Facility to the IPA Switchyard and shall be used for no other purpose.
9.8.2
Third Party Users. If required by Applicable Laws and Regulations or the
Interconnection Procedures, or if the Parties mutually agree, such agreement not to be
unreasonably withheld, one or more third parties shall be allowed to use the IPA
Interconnection Facilities, or any part thereof. In such event, Interconnection Customer
will be entitled to compensation for the capital expenses it incurs in connection with the
Interconnection Facilities based upon the pro rata use of the Interconnection Facilities by
IPA and the Power Purchasers, all third party users and Interconnection Customer in
accordance with Applicable Laws and Regulations or other mutually-agreed upon
methodology. In addition, cost responsibility for ongoing costs, including operation and
maintenance costs associated with the Interconnection Facilities, will be allocated
between Interconnection Customer and any third party users based upon the pro rata use
of the Interconnection Facilities by IPA and the Power Purchasers, all third party users,
and Interconnection Customer, in accordance with Applicable Laws and Regulations or
other mutually agreed upon methodology. If the issue of such compensation or allocation
cannot be resolved through negotiations, it shall be submitted to Dispute Resolution
pursuant to Article 27.
9.9
Disturbance Analysis Data Exchange. The Parties will cooperate with one another in the
analysis of disturbances to either the Generating Facility or the Transmission System by gathering
and providing access to any information relating to any disturbance, including information
obtained from oscillography, information regarding protective relay targets, breaker operations
and sequence of events, and any other available disturbance information required by Good Utility
Practice.
9.10
Generating Facility. The Generating Facility, if a wind generating facility, shall conform to the
technical requirements specified in Appendix G to this Agreement.
ARTICLE 10. MAINTENANCE
10.1
IPA Obligations. IPA shall maintain the Transmission System, the IPA Interconnection
Facilities and the Last Transmission Leg in a safe and reliable manner and in accordance with this
Agreement.
10.2
Interconnection Customer Obligations. Interconnection Customer shall maintain the
Generating Facility and Interconnection Customer’s Interconnection Facilities (except for the
Last Transmission Leg) in a safe and reliable manner and in accordance with this Agreement.
10.3
Coordination. The Parties shall confer regularly to coordinate the planning, scheduling and
performance of preventive and corrective maintenance on the Generating Facility and the
Interconnection Facilities.
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10.4
Secondary Systems. Each Party shall cooperate with the other Party in the inspection,
maintenance and testing of control or power circuits that operate below 600 volts, AC or DC,
including, but not limited to, any hardware, control or protective devices, cables, conductors,
electric raceways, secondary equipment panels, transducers, batteries, chargers and voltage and
current transformers that directly affect the operation of a Party’s facilities and equipment which
may reasonably be expected to impact the other Party. Each Party shall provide advance notice to
the other Party before undertaking any work on such circuits, especially on electrical circuits
involving circuit breaker trip and close contacts, current transformers or potential transformers.
10.5
Operating and Maintenance Expenses. Subject to the provisions herein addressing the use of
facilities by others, and except for operations and maintenance expenses associated with
modifications made to provide interconnection or transmission service to a third party where such
third party is required to pay for such expenses, Interconnection Customer shall pay all
reasonable expenses including overheads, associated with: (1) owning, operating, maintaining,
removal, repairing and replacing Interconnection Customer’s Interconnection Facilities, including
the Last Transmission Leg; and (2) the operation, maintenance, protection, testing, repair,
replacement or retirement of the IPA Interconnection Facilities. Not less than thirty (30) nor
more than ninety (90) days prior to July 1 of each year after completion of the Interconnection
Facilities, IPA will provide Interconnection Customer with an estimate of such costs for the
succeeding 12-month period. IPA currently estimates that such expenses for the first year after
completion of the Interconnection Facilities will be in the range of $[________] to $[________].
ARTICLE 11. PERFORMANCE OBLIGATIONS
11.1
Provision of Security. Within five (5) Business Days after execution of this Agreement,
Interconnection Customer shall provide to IPA and, subject to reductions specified in this
Agreement, shall maintain throughout the term of this Agreement security in the form of either,
or a combination of, surety bonds issued by an insurer or surety and specifying an expiration date
reasonably acceptable to IPA or letters of credit issued by a financial institution and specifying an
expiration date reasonably acceptable to IPA that are in an amount equal to
[_________________] ($[_________]). The security shall be otherwise reasonably acceptable to
IPA, and consistent with the Uniform Commercial Code of the State of Utah. Such security shall
be issued to secure the obligations of Interconnection Customer under this Agreement including,
but not limited to, the costs to be reimbursed by Interconnection Customer under Article 5,
Article 10 and potential obligations payable under Article 18. Such security for payment shall be
reduced on a dollar-for-dollar basis for payments made to IPA for the purpose of constructing,
procuring and installing the IPA Interconnection Facilities as specified in Appendix A to this
Agreement. Interconnection Customer agrees that it will increase the amount of such security in
the future upon a reasonable request from IPA based on a demonstrable increase in its estimate of
the costs to be covered by such security. Notwithstanding anything to the contrary in this
Agreement, in no event shall the amount of security be less than [_________________]
($[_________]) adjusted for inflation every fifth (5th) year after the Effective Date.
ARTICLE 12. INVOICES
12.1
General. Each Party shall submit to the other Party, on a monthly basis, invoices for amounts
due to it hereunder for the preceding month (or, in the case of the first monthly invoice, amounts
due for all prior periods). Each invoice shall state the month to which the invoice applies and
fully describe the services, goods, equipment and other items covered by such invoice. Each
21
invoice submitted by IPA to Interconnection Customer pursuant to this Section 12.1 shall not
include duplicate charges for amounts invoiced and paid as estimated costs pursuant to Section
12.2. The Parties may discharge mutual debts and payment obligations due and owing to each
other on the same date through netting, in which case all amounts a Party owes to the other Party
under this Agreement, including interest payments or credits, shall be netted so that only the net
amount remaining due shall be paid by the owing Party.
12.2
Invoicing for Estimated Construction Costs. During the period in which IPA is constructing
and installing the IPA Interconnection Facilities, IPA may submit to Interconnection Customer
invoices for recoverable construction, installation and procurement costs IPA reasonably
estimates it will incur during the second calendar month after such invoice is submitted; provided,
the first such invoice shall cover the first and second calendar months after such invoice is
submitted and may be submitted to Interconnection Customer concurrently with the execution
and delivery of this Agreement.
12.3
Final Construction Invoice. Within six months after completion of the construction and
installation of the IPA Interconnection Facilities, IPA shall provide an invoice of the final cost of
the construction and installation of the IPA Interconnection Facilities and shall set forth such
costs in sufficient detail to enable Interconnection Customer to compare the actual costs with the
IPA cost estimates and to ascertain deviations, if any, from the IPA cost estimates. IPA shall
refund to Interconnection Customer any amount by which the actual payment by Interconnection
Customer for estimated construction costs exceeds the actual costs of construction within thirty
(30) calendar days of the issuance of such final construction invoice.
12.4
Payment. Invoices shall be submitted to the invoiced Party at the address specified in Appendix
F. The Party receiving the invoice shall pay the amount payable under such invoice within thirty
(30) calendar days of receipt; provided, however, the first invoice submitted by IPA pursuant to
Section 12.2 of this Agreement shall be due and payable fifteen (15) calendar days after it is
submitted. All payments shall be made in immediately available funds payable to the other Party,
or by wire transfer to a bank named and account designated by the invoicing Party. Payment of
invoices by Interconnection Customer will not constitute a waiver of any rights or claims
Interconnection Customer may have under this Agreement.
12.5
Disputes. In the event of a billing dispute between IPA and Interconnection Customer, IPA shall
continue to provide Interconnection Service under this Agreement as long as Interconnection
Customer: (i) continues to make all payments not in dispute; and (ii) pays to IPA or into an
independent escrow account under terms and conditions acceptable to IPA, in its reasonable
discretion, the portion of the invoice in dispute, pending resolution of such dispute. If
Interconnection Customer fails to meet these two requirements for continuation of service, then
Interconnection Customer shall be in Default of this Agreement. Within thirty (30) calendar days
after the resolution of the dispute, the Party that owes money to the other Party shall pay the
amount due with interest at a rate equal to the Bank of America National Trust and Savings
Association’s (or its successor in interest) then effective reference rate plus two percent (2%) or
the highest lawful interest rate, whichever is less.
ARTICLE 13. EMERGENCIES
13.1
Obligations. Each Party shall comply with the Emergency Condition procedures of the
Balancing Authority, NERC, the Applicable Reliability Council, Applicable Laws and
Regulations, and any emergency procedures agreed to by the Joint Operating Committee.
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13.2
Notice. IPA shall notify Interconnection Customer promptly when it becomes aware of an
Emergency Condition that affects the IPA Interconnection Facilities or the Transmission System
that may reasonably be expected to affect Interconnection Customer’s operation of the Generating
Facility or Interconnection Customer’s Interconnection Facilities. Interconnection Customer shall
notify IPA promptly when it becomes aware of an Emergency Condition that affects the
Generating Facility or Interconnection Customer’s Interconnection Facilities that may reasonably
be expected to affect the Transmission System or the IPA Interconnection Facilities. To the
extent information is known, the notification shall describe the Emergency Condition, the extent
of the damage or deficiency, the expected effect on the operation of Interconnection Customer’s
or IPA’s facilities and operations, its anticipated duration and the corrective action taken and/or to
be taken. If the initial notice is not in writing, the initial notice shall be followed within 24 hours
with written notice.
13.3
Immediate Action. Unless, in Interconnection Customer’s reasonable judgment, immediate
action is required, Interconnection Customer shall obtain the consent of IPA, such consent to not
be unreasonably withheld, prior to performing any manual switching operations at the Generating
Facility or Interconnection Customer’s Interconnection Facilities in response to an Emergency
Condition either declared by IPA or otherwise regarding the Transmission System.
13.4
IPA Authority.
13.4.1 General. IPA may take whatever actions or inactions with regard to the Transmission
System or the IPA Interconnection Facilities it deems necessary during an Emergency
Condition in order to: (i) preserve public health and safety; (ii) preserve the reliability of
the Transmission System and the IPA Interconnection Facilities; (iii) limit or prevent
damage to any IPA assets; or (iv) expedite restoration of service.
IPA shall use Reasonable Efforts to minimize the effect of such actions or inactions on
the Generating Facility or Interconnection Customer’s Interconnection Facilities. IPA
may, on the basis of technical considerations, require the Generating Facility to mitigate
an Emergency Condition by taking actions necessary and limited in scope to remedy the
Emergency Condition, including, but not limited to, directing Interconnection Customer
to shut-down, start-up, increase or decrease the Real Power or Reactive Power output of
the Generating Facility; implementing a reduction or disconnection pursuant to Section
13.4.2; directing Interconnection Customer to assist with blackstart (if available) or
restoration efforts; or altering the outage schedules of the Generating Facility and
Interconnection Customer’s Interconnection Facilities. Interconnection Customer shall
comply with all of IPA’s operating instructions concerning Generating Facility Real
Power and Reactive Power output within the manufacturer’s design limitations of the
Generating Facility’s equipment that is in service and physically available for operation
at the time, in compliance with Applicable Laws and Regulations.
13.4.2 Reduction and Disconnection. IPA may reduce Interconnection Service or disconnect
the Generating Facility or Interconnection Customer’s Interconnection Facilities when
such reduction or disconnection is necessary under Good Utility Practice due to
Emergency Conditions. When IPA can schedule the reduction or disconnection in
advance, IPA shall notify Interconnection Customer of the reasons, timing and expected
duration of the reduction or disconnection. IPA shall use Reasonable Efforts to
coordinate with Interconnection Customer using Good Utility Practice to schedule the
reduction or disconnection during periods of least impact to Interconnection Customer
and IPA. Any reduction or disconnection shall continue only for so long as reasonably
23
necessary under Good Utility Practice. The Parties shall cooperate with each other to
restore the Generating Facility, the Interconnection Facilities, and the Transmission
System to their normal operating state as soon as practicable consistent with Good Utility
Practice.
13.5
Interconnection Customer Authority. Consistent with Good Utility Practice and this
Agreement, Interconnection Customer may take whatever actions or inactions are necessary with
regard to the Generating Facility or Interconnection Customer’s Interconnection Facilities during
an Emergency Condition in order to: (i) preserve public health and safety; (ii) preserve the
reliability of the Generating Facility or Interconnection Customer’s Interconnection Facilities;
(iii) limit or prevent damage; or (iv) expedite restoration of service. Interconnection Customer
shall use Reasonable Efforts to minimize the effect of such actions or inactions on the
Transmission System and the IPA Interconnection Facilities. IPA shall use Reasonable Efforts to
assist Interconnection Customer in such actions.
13.6
Limited Liability. Except as otherwise provided in Section 10.5 or any other provision of this
Agreement, neither Party shall be liable to the other for any action it takes in responding to an
Emergency Condition so long as such action is made in good faith and is consistent with
Applicable Reliability Standards and Good Utility Practice.
ARTICLE 14. REGULATORY REQUIREMENTS AND GOVERNING LAW
14.1
Regulatory Requirements. Each Party’s obligations under this Agreement shall be subject to its
receipt of any required approval or certificate from one or more Governmental Authorities, in
form and substance satisfactory to the applying Party, required to be obtained prior to the
performance of such obligations, and the expiration of any applicable time period associated
therewith. Each Party shall in good faith seek and use its Reasonable Efforts to obtain such
approvals as it may be required to obtain by Applicable Laws and Regulations. Nothing in this
Agreement shall require either Party to take any action that could result in its inability to obtain,
or its loss of, status or exemption under the Federal Power Act.
14.2
Governing Law. The validity, interpretation and performance of this Agreement and each of its
provisions shall be governed by the laws of the State of Utah, without regard to its conflicts of
law principles.
ARTICLE 15. NOTICES
15.1
General. Unless otherwise provided in this Agreement, any notice, demand or request required
or permitted to be given by either Party to the other Party and any instrument required or
permitted to be tendered or delivered by either Party in writing to the other Party shall be
effective when delivered and may be so given, tendered or delivered, by recognized national
courier, or by depositing the same with the United States Postal Service with postage prepaid, for
delivery by certified or registered mail, addressed to the Party, or personally delivered to the
Party, at its address set out in Appendix F.
Either Party may change the notice information in this Agreement by giving at least five (5)
Business Days written notice prior to the effective date of the change.
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15.2
Billings and Payments. Billings and payments shall be sent to the addresses set out in
Appendix F.
15.3
Alternative Forms of Notice. Any notice or request required or permitted to be given by either
Party to the other Party and not required by this Agreement to be given in writing may be so
given by telephone, facsimile or email to the telephone numbers and email addresses set out in
Appendix F.
15.4
Operations and Maintenance Notice. Each Party shall notify the other Party in writing of the
identity of the person(s) that it designates as the point(s) of contact with respect to the
implementation of Article 9 and Article 10.
ARTICLE 16. FORCE MAJEURE
16.1
Force Majeure. Neither Party shall be considered to be in Default with respect to any obligation
hereunder, (including obligations under Article 4), other than the obligation to pay money when
due, to the extent prevented from fulfilling such obligation by Force Majeure. A Party unable to
timely fulfill any obligation hereunder (other than an obligation to pay money when due) by
reason of Force Majeure shall give notice and the full particulars of such Force Majeure to the
other Party in writing or by telephone as soon as reasonably possible after the occurrence of the
cause relied upon. Telephone notices given pursuant to this Article shall be confirmed in writing
as soon as reasonably possible and shall specifically state the full particulars of the Force
Majeure, the time and date when the Force Majeure occurred and when the Force Majeure is
reasonably expected to cease. The Party affected shall exercise due diligence to remove such
disability with reasonable dispatch, but shall not be required to accede or agree to any provision
not satisfactory to it in order to settle and terminate a strike or other labor disturbance. Upon the
cessation or removal of the event or circumstance of Force Majeure, the Party claiming the
benefit of Force Majeure shall promptly perform all of its obligations under this Agreement it was
prevented from timely performing as soon as reasonably practical if such performance is capable
of being performed.
ARTICLE 17. DEFAULT
17.1
Default.
17.1.1 General. No Default shall exist where the failure to discharge an obligation (other than
the payment of money) is the result of: (a) Force Majeure, provided the obligation, if it is
required to be discharged after the cessation or removal of the event or circumstance of
Force Majeure pursuant to Article 16 of this Agreement, is discharged as required under
such Section; or (b) an act or omission of the other Party. Upon a Default, the nondefaulting Party may, in its discretion, give written notice of such Default to the
defaulting Party. Except as provided in Section 17.1.2 or a Breach described in Section
18.3.1 (for which no cure period shall be applicable), or a breach involving the payment
of money (the applicable cure period for which shall be five (5) Business Days), the
defaulting Party shall have thirty (30) calendar days from receipt of the Default notice
within which to cure such Default; provided however, if such Default is not capable of
cure within thirty (30) calendar days, the defaulting Party shall commence such cure
within thirty (30) calendar days after notice and continuously and diligently complete
25
such cure within ninety (90) calendar days from receipt of the Default notice; and, if
cured within such time, the Default specified in such notice shall cease to exist.
17.1.2 Right to Terminate. Subject to the provisions of Article 29, if a Default is not cured as
provided in this Article or, if applicable cured as provided in Section 29.13, or if a
Default is not capable of being cured within the period provided for herein, the nondefaulting Party shall have the right to terminate this Agreement by written notice at any
time until cure occurs, and be relieved of any further obligation hereunder and, whether
or not that Party terminates this Agreement, to recover from the defaulting Party all
amounts due hereunder, plus all other damages, and exercise all other rights and remedies
to which it is entitled at law or in equity. The provisions of this Article will survive
termination of this Agreement.
ARTICLE 18. INDEMNITY, CONSEQUENTIAL DAMAGES AND INSURANCE
18.1
Indemnity.
18.1.1 Acts or Omissions of Interconnection Customer. Interconnection Customer
undertakes and agrees to indemnify and hold harmless IPA, Intermountain Power Service
Corporation, the Operating Agent, and all of their respective boards, owners, members,
directors, officers, agents, representatives, employees, assigns and successors in interest,
and, at the option of Interconnection Customer, either defend (by using counsel
reasonably acceptable to and approved in advance by the affected Indemnified Party) or
reimburse defense costs incurred by IPA, Intermountain Power Service Corporation, the
Operating Agent, the City of Los Angeles, the Board of Water and Power Commissioners
of the City of Los Angeles, and any and all of their respective boards, owners, members,
directors, officers, agents, representatives, employees, assigns and successors in interest,
from and against any and all suits, causes of action, claims, charges, damages, demands,
judgments, civil and criminal fines and penalties, costs, expenses (including, without
limitation, reasonable attorneys’ fees and disbursements and court costs) and losses of
any kind or nature whatsoever, for death, bodily injury or personal injury to any person,
including, without limitation, to Interconnection Customer’s boards, owners, members,
directors, officers, agents, representatives and employees, or damage to or destruction of
any property of either Party hereto or third persons arising as a result of, or caused in
whole or in part by any: (a) Breach or Default under this Agreement on the part of
Interconnection Customer; or (b) negligent act, error, omission or willful misconduct
incidental to, related to or connected with the performance of this Agreement or the
interconnection or any other matter contemplated by or provided for under this
Agreement on the part of Interconnection Customer or any of Interconnection Customer’s
boards, owners, members, directors, managers, officers, agents, representatives,
employees or subcontractors of any tier, except, for purposes only of this Section 18.1.1,
to the extent arising from the gross negligence or willful misconduct of IPA,
Intermountain Power Service Corporation, the Operating Agent or their respective
boards, owners, members, directors, officers, agents, representatives or employees.
18.1.2 Acts or Omissions of Operating Agent and Intermountain Power Service
Corporation. Interconnection Customer undertakes and agrees to indemnify and hold
harmless IPA and its boards, owners, members, directors, officers, agents,
representatives, employees, assigns and successors in interest and, at the option of
Interconnection Customer, either defend (by using counsel reasonably acceptable to and
26
approved in advance by the affected Indemnified Party) or reimburse defense costs
incurred by IPA and any and all of its boards, owners, members, directors, officers,
agents, representatives, employees, assigns and successors in interest from and against
any and all suits, causes of action, claims, charges, damages, demands, judgments, civil
and criminal fines and penalties, costs, expenses (including without limitation, reasonable
attorneys’ fees, disbursements and court costs) and losses of any kind or nature
whatsoever, for death, bodily injury or personal injury to any person, including without
limitation, to Interconnection Customer’s boards, owners, members, directors, officers,
agents, representatives and employees, or damage to or destruction of any property of
either Party hereto, or third persons in any manner arising by reason of any negligent act,
error or omission incident related to or connected with the performance of this
Agreement or the interconnection or any other matter contemplated by or provided for
under this Agreement on the part of the Operating Agent, acting pursuant to Section
29.11, or the Intermountain Power Service Corporation acting under Section 29.12, or
their respective boards, owners, members, directors, officers, agents, representatives,
employees, or subcontractors of any tier (including the Intermountain Power Service
Corporation), except to the extent arising from the gross negligence or willful misconduct
of IPA, the Operating Agent or the Intermountain Power Service Corporation or their
respective boards, officers, agents, representatives or employees.
18.1.3 No Subrogation or Other Reimbursement Claims. Interconnection Customer agrees
that it shall not directly or indirectly assert any claim (including any claim against a third
party under circumstances where IPA has a contractual reimbursement obligation in favor
of such third party for any such claim) against IPA or seek to have IPA indemnify or
reimburse Interconnection Customer for any loss, cost or damage with respect to which
Interconnection Customer has a duty of indemnification pursuant to Sections 18.1.1 and
18.1.2 arising out of the acts or omissions of Operating Agent or the Intermountain Power
Service Corporation in connection with this Agreement or the matters contemplated
hereby.
18.2
Consequential Damages. Except with respect to liabilities arising from third-party claims for
which Interconnection Customer is required to indemnify IPA pursuant to Section 18.1, in no
event shall either Party be liable to the other Party under any provision of this Agreement for any
indirect, incidental, punitive or consequential damages, losses, damages, costs or expenses
including but not limited to loss of profit or revenue, loss of the use of equipment, cost of capital,
cost of temporary equipment or services, whether based in whole or in part in contract, in tort,
including negligence, strict liability, or any other theory of liability; provided, however, that
damages for which a Party may be liable to the other Party under another agreement will not be
considered to be indirect, incidental, punitive or consequential damages hereunder.
18.3
Insurance.
18.3.1 In General. Not later than five (5) Business Days after the Effective Date,
Interconnection Customer shall furnish the Operating Agent evidence of coverage from
insurers acceptable to the Operating Agent and in a form acceptable to the Operating
Agent’s risk management section and the Los Angeles City Attorney. Interconnection
Customer shall, at its own expense, obtain and maintain in force, and require its
subcontractors or agents that perform work or services related to Interconnection
Customer’s Interconnection Facilities to obtain and maintain in force, throughout the
term of this Agreement and for so long thereafter as required under this Agreement, the
insurance coverages required pursuant to this Agreement.
27
Such insurance shall not limit, qualify or exclude the liabilities or obligations of
Interconnection Customer under this Agreement. Neither IPA, the Operating Agent nor
Intermountain Power Service Corporation shall, by reason of its inclusion under these
policies, be liable to the insurance carrier for payment of premium for these policies.
Any insurance carried by the Operating Agent or IPA which may be applicable shall be
deemed to be excess insurance and Interconnection Customer’s insurance is primary for
all purposes despite any conflicting provision in Interconnection Customer’s policies to
the contrary.
Such evidence of insurance shall contain a provision that the policy cannot be canceled or
reduced in coverage or amount without first giving thirty (30) calendar days’ notice
thereof (10 days for non-payment of premium) by registered mail to The Office of the
City Attorney, Water and Power Division, Post Office Box 51111, JFB Room 340, Los
Angeles, California 90051-0100.
Should any portion of the required insurance be provided by a “Claims Made” policy,
Interconnection Customer shall, at the policy expiration date following completion of
work, provide evidence that the “Claims Made” policy has been renewed or replaced with
a policy providing the same policy limits, terms and conditions as those of the expiring
policy, or that an extended discovery period has been purchased on the expiring policy.
Failure to maintain and provide acceptable evidence of the required insurance for the
required period of coverage shall constitute a Breach, upon which IPA may immediately
terminate or suspend this Agreement and exercise its rights and remedies with respect to
such Breach.
Interconnection Customer shall cause all subcontractors to obtain and maintain in force
insurance coverages of the same types and policy limits required to be obtained and
maintained in force by Interconnection Customer under this Agreement.
18.3.2 Specific Coverages Required. At a minimum Interconnection Customer shall maintain
the following insurance coverages, with insurers authorized to do business in the State
of Utah:
18.3.2.1
Employers’ Liability and Workers’ Compensation Insurance. Such
insurance shall provide statutory benefits in accordance with the laws and
regulations of the State of Utah. The limit for Employers’ Liability coverage
shall be not less than $1,000,000.00 for each accident and shall be a separate
policy if not included with Workers’ Compensation coverage. Evidence of
such insurance shall be in the form of a special endorsement of insurance and
shall include a waiver of subrogation in favor of the Operating Agent, the City
of Los Angeles, the Board of Water and Power Commissioners of the City of
Los Angeles, IPA, Intermountain Power Service Corporation, and all of their
respective directors, officers, agents and employees. Workers’
Compensation/Employers’ Liability exposure may be self-insured provided
that the Operating Agent is furnished with a copy of the certificate issued by
the state authorizing Interconnection Customer to self-insure. Interconnection
Customer shall notify the Operating Agent’s risk management section by
receipted delivery as soon as possible-of the state withdrawing authority to
self-insure.
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18.3.2.2
Commercial General Liability Insurance. Such insurance shall include
premises and operations, personal injury, broad form property damage, broad
form blanket contractual liability coverage (including coverage for contractual
indemnification under this Agreement) products and completed operations
coverage, coverage for explosion, collapse and underground hazards,
independent contractors coverage, coverage for pollution to the extent
normally available and punitive damages to the extent normally available and
a cross liability endorsement, and with policy limits of not less than Five
Million Dollars ($5,000,000) combined single limit per occurrence. Should
the policy have an aggregate limit, such aggregate limits should not be less
than double the combined single limit and be specific for this Agreement.
Umbrella or Excess Liability coverages may be used to supplement primary
coverages to meet the required limits. Evidence of such coverage shall be on
the Operating Agent’s additional insured endorsement form or on an
endorsement to the policy acceptable to the Operating Agent’s risk
management section and provide for or contain the following:
(a) Inclusion of the Operating Agent, the City of Los Angeles, the Board of
Water and Power Commissioners of the City of Los Angeles, IPA,
Intermountain Power Service Corporation, and all of their respective
directors, officers, agents and employees as additional insureds with the
named insured for the activities and operations under or in connection
with this Agreement.
(b) A Severability-of-Interest or Cross-Liability Clause such as: “The policy
to which this endorsement is attached shall apply separately to each
insured against whom a claim is made or suit is brought, except with
respect to the limits of liability under the policy.”
(c) A description of the coverages included under the policy.
18.3.2.3
Comprehensive Automobile Liability Insurance. Such insurance shall
include for coverage of owned and non-owned and hired vehicles, trailers or
semi-trailers designed for travel on public roads, with a minimum, combined
single limit of One Million Dollars ($1,000,000) per occurrence for bodily
injury, including death, and property damage and which shall apply to all
operations of Interconnection Customer. The Comprehensive Automobile
Liability policy shall name IPA, Intermountain Power Service Corporation,
the City of Los Angeles, the Board of Water and Power Commissioners of the
City of Los Angeles, the Operating Agent, and all of their respective directors,
officers, agents and employees (collectively, the “Protected Parties”) while
acting within the scope of their employment, as additional insureds with
Interconnection Customer, and shall insure against liability for death, bodily
injury, or property damage resulting from the performance of this Agreement.
18.3.2.4
Excess Public Liability Coverage. Such insurance may be used to meet
coverage limits specified in this Agreement. Evidence of Excess Public
Liability Coverage shall be in the form of the Operating Agent’s Excess
Liability-Additional Insured Endorsement form or equivalent.
Interconnection Customer shall require the carrier for Excess Public Liability
Coverage to properly schedule and to identify the underlying policies as
29
provided for on the Additional Insured Endorsement form, including, as
appropriate, Commercial General Liability, Commercial Automobile
Liability, Employer’s Liability, or other applicable insurance coverages.
18.4
Self-Insurance. Notwithstanding the foregoing, Interconnection Customer may self-insure to the
extent it maintains a self-insurance program that would provide the Protected Parties the
functional equivalent of the benefits and protections that the Protected Parties would receive or
have received had Interconnection Customer fully maintained insurance coverage that met the
requirements and standards set forth in this Article 18; provided that, Interconnection Customer’s
senior secured debt is rated at A3 by Moodys or A- by Standard & Poor’s, or better. For any
period of time that Interconnection Customer’s senior secured debt is unrated or is less than the
ratings specified in the preceding sentence, Interconnection Customer shall comply with the
insurance requirements applicable to it under Sections 18.3.2.1 through 18.3.2.4. In the event
that Interconnection Customer is permitted to self-insure pursuant to this Article, it shall not be
required to comply with the insurance requirements applicable to it under Sections 18.3.2.1
through 18.3.2.4.
18.5
Reporting. The Parties agree to report to each other in writing as soon as practical all accidents
or occurrences resulting in injuries to any person, including death, or any property damage arising
out of the matters contemplated by this Agreement.
ARTICLE 19. ASSIGNMENT
19.1
Assignment. Subject to the provisions of Article 29, this Agreement may be assigned by either
Party only with the written consent of the other Party; provided that either Party may assign this
Agreement without the consent of the other Party to any Affiliate of the assigning Party with an
equal or greater credit rating and with the legal authority and operational ability to satisfy the
obligations of the assigning Party under this Agreement; and provided further that
Interconnection Customer shall have the right to assign this Agreement, without the consent of
IPA, for collateral security purposes to aid in providing financing for the Generating Facility,
provided that Interconnection Customer will notify, and require any secured party, trustee or
mortgagee to notify, IPA of any such assignment. Any financing arrangement entered into by
Interconnection Customer pursuant to this Article will provide that prior to or upon the exercise
of the secured party’s, trustee’s or mortgagee’s assignment rights pursuant to said arrangement,
the secured creditor, the trustee or mortgagee will notify IPA of the date and particulars of any
such exercise of assignment right(s). Any attempted assignment that violates this Article is void
and ineffective. No assignment of this Agreement shall relieve a Party of its obligations
hereunder, nor shall a Party’s obligations hereunder be enlarged, in whole or in part, by reason
thereof. Where required, consent to assignment will not be unreasonably withheld, conditioned
or delayed.
ARTICLE 20. SEVERABILITY
20.1
Severability. If any provision in this Agreement is finally determined to be invalid, void or
unenforceable by any court or other Governmental Authority having jurisdiction, such
determination shall not invalidate, void or make unenforceable any other provision, agreement or
covenant of this Agreement.
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ARTICLE 21. CONFIDENTIALITY
21.1
Confidentiality. During the term of this Agreement, and for a period of three (3) years after the
expiration or termination of this Agreement, except as otherwise provided in this Article 21, each
Party shall hold in confidence and shall not disclose to any person Confidential Information.
Each Party shall be responsible for the costs associated with affording confidential treatment to its
information.
21.1.1 Scope. Confidential Information shall not include information that the receiving Party
can demonstrate: (1) is generally available to the public other than as a result of a
disclosure by the receiving Party; (2) was in the lawful possession of the receiving Party
on a non-confidential basis before receiving it from the disclosing Party; (3) was supplied
to the receiving Party without restriction by a third party, who, to the knowledge of the
receiving Party after due inquiry, was under no obligation to the disclosing Party to keep
such information confidential; (4) was independently developed by the receiving Party
without reference to Confidential Information of the disclosing Party; (5) is, or becomes,
publicly known, through no wrongful act or omission of the receiving Party or Breach of
this Agreement; (6) is required, in accordance with Section 21.1.6 of this Agreement, to
be disclosed by any Governmental Authority; (7) is otherwise required to be disclosed by
law or subpoena, including all public records/open meetings laws of the State of
California or the State of Utah, or is necessary in any legal proceeding establishing rights
and obligations under this Agreement; (8) is otherwise permitted to be disclosed by
consent of the Disclosing Party; or (9) is necessary to fulfill its obligations under this
Agreement or as a transmission service provider or a Balancing Area operator including
disclosing the Confidential Information to an RTO or ISO or to a regional or national
reliability organization. The Party asserting confidentiality shall notify the other Party in
writing of the information it claims is confidential. Prior to any disclosures of the other
Party’s Confidential Information under this subparagraph, or if any third party or
Governmental Authority makes any request or demand for any of the information
described in this subparagraph, the disclosing Party to which the request or demand was
given shall promptly notify the other Party in writing of such request or demand.
Information designated as Confidential Information will no longer be deemed
confidential if the Party that designated the information as confidential notifies the other
Party that it no longer is confidential.
21.1.2 Release of Confidential Information. Neither Party shall release or disclose
Confidential Information received from the other Party to any other person, except to its
directors, officers, employees, consultants, or to parties who may be, or are considering,
providing financing to or equity participation with Interconnection Customer, or to
potential purchasers or assignees of Interconnection Customer, on a need-to-know basis
in connection with this Agreement, unless such person has first been advised of the
confidentiality provisions of this Article 21 and has agreed to comply with such
provisions. Notwithstanding the foregoing, a Party providing Confidential Information to
any person shall remain primarily responsible for any release of Confidential Information
in contravention of this Article 21.
21.1.3 Rights. Each Party retains all rights, title and interest in the Confidential Information
that such Party discloses to the other Party. The disclosure by each Party to the other
Party of Confidential Information shall not be deemed a waiver by either Party or any
other person or entity of the right to protect the Confidential Information from public
disclosure.
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21.1.4 No Warranties. By providing Confidential Information, neither Party makes any
warranties or representations as to its accuracy or completeness. In addition, by
supplying Confidential Information, neither Party obligates itself to provide any
particular information or Confidential Information to the other Party nor to enter into any
further agreements or proceed with any other relationship or joint venture.
21.1.5 Standard of Care. Each Party shall use at least the same standard of care to protect
Confidential Information it receives as it uses to protect its own Confidential Information
from unauthorized disclosure, publication or dissemination. Each Party may use
Confidential Information solely to fulfill its obligations to the other Party under this
Agreement or its regulatory requirements.
21.1.6 Disclosure Required by Law or Order. If a court or a Government Authority or entity
with the right, power and apparent authority to do so requests or requires either Party, by
subpoena, oral deposition, interrogatories, requests for production of documents,
administrative order, or otherwise, to disclose Confidential Information, or such
Confidential Information is required to be disclosed by any law, including all open
records/open meetings laws of the State of California or the State of Utah, that Party shall
provide the other Party with prompt notice of such request(s) or requirement(s) so that the
other Party may seek an appropriate protective order or waive compliance with the terms
of this Agreement. Notwithstanding the absence of a protective order or waiver, a Party
may disclose such Confidential Information which, in the opinion of its counsel, the Party
is legally compelled to disclose and if such Party is under a deadline imposed by law for
the disclosure of such Confidential Information, such Party shall not be required to wait
beyond such deadline to disclose such information in order to await the outcome of any
such action to obtain a protective order. Except with respect to information permitted or
required to be disclosed pursuant to this Section, each Party will use Reasonable Efforts
to obtain reliable assurance that confidential treatment will be accorded any Confidential
Information so furnished.
21.1.7 Termination of Agreement. Except for information subject to a request described in
Section 21.1.6, termination of this Agreement for any reason, each Party shall, within ten
(10) calendar days of receipt of a written request from the other Party, use Reasonable
Efforts to destroy, erase, or delete (with such destruction, erasure, and deletion certified
in writing to the other Party) or return to the other Party, without retaining copies thereof,
any and all written or electronic Confidential Information received from the other Party.
21.1.8 Remedies. The Parties agree that monetary damages would be inadequate to compensate
a Party for the other Party’s Breach of its obligations under this Article 21. Each Party
accordingly agrees that the other Party shall be entitled to equitable relief, by way of
injunction or otherwise, if the first Party Breaches or threatens to Breach its obligations
under this Article 21, which equitable relief shall be granted without bond or proof of
damages, and the receiving Party shall not plead in defense that there would be an
adequate remedy at law. Such remedy shall not be deemed an exclusive remedy for the
Breach of this Article 21, but shall be in addition to all other remedies available at law or
in equity. The Parties further acknowledge and agree that the covenants contained herein
are necessary for the protection of legitimate business interests and are reasonable in
scope. No Party, however, shall be liable for indirect, incidental, consequential or
punitive damages of any nature or kind resulting from or arising in connection with this
Article 21.
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21.1.9 No Breach. Notwithstanding this Article or any other provision within this Agreement,
Interconnection Customer agrees and acknowledges that disclosure by IPA, the Los
Angeles Department of Water and Power, or the Intermountain Power Service
Corporation pursuant to the public records/open meetings laws of the State of California
or the State of Utah shall not be a Breach, and none of IPA, the Los Angeles Department
of Water and Power, the Intermountain Power Service Corporation or any of their
respective boards, directors, officers, agents, representatives, employees, assigns and
successors in interest shall have any liability in connection therewith.
ARTICLE 22. ENVIRONMENTAL RELEASES
22.1
Notifications. Each Party shall notify the other Party, first orally and then in writing, of the
release of any Hazardous Substances, any asbestos or lead abatement activities, or any type of
remediation activities related to the Generating Facility or the Interconnection Facilities, each of
which may reasonably be expected to affect the other Party. The notifying Party shall: (i) provide
the notice as soon as practicable after it becomes aware of such matter, provided such Party shall
makes a good faith effort to provide the notice no later than twenty-four hours after such Party
becomes aware of the matter; and (ii) subject to Article 21 of this Agreement, promptly furnish to
the other Party copies of any reports filed with any Governmental Authority addressing such
events.
ARTICLE 23. INFORMATION REQUIREMENTS
23.1
Information Acquisition. Each Party shall submit to the other Party specific information
regarding the electrical characteristics of its facilities as described below and in accordance with
Applicable Reliability Standards.
23.2
Information Submission by IPA. The initial information submission by IPA shall occur no later
than one hundred eighty (180) calendar days prior to the estimated date Trial Operation is
scheduled to commence, as set forth in a written notice provided to IPA by Interconnection
Customer unless otherwise mutually agreed by the Parties; provided, however, regardless of such
scheduled date, IPA shall not be required to provide such initial information prior to the date that
is ninety (90) days after the Effective Date, or, if later, sixty (60) days after notice of the Trial
Operation commencement date is given to IPA. The initial information submission shall include
Transmission System information necessary to allow Interconnection Customer to select
equipment and meet any system protection and stability requirements. On a monthly basis, IPA
shall provide Interconnection Customer a status report on the construction and installation of the
IPA Interconnection Facilities, including, but not limited to, the following information: (1)
progress to date; (2) a description of the activities since the last report; (3) a description of the
action items for the next period; and (4) the delivery status of equipment ordered.
23.3
Updated Information Submission by Interconnection Customer. The updated information
submission by Interconnection Customer, including manufacturer information, shall occur no
later than one hundred eighty (180) calendar days prior to commencement of Trial Operation.
Interconnection Customer shall submit a completed copy of the Generating Facility data
requirements as reasonably requested by IPA, including updates of the information provided to
IPA for the Interconnection Studies. Information in this submission shall be the most current
Generating Facility design and expected performance data. Information submitted for stability
models shall be compatible with IPA standard models. If there is no compatible model,
33
Interconnection Customer will work with a consultant mutually agreed to by the Parties to
develop and supply a standard model and associated information.
If Interconnection Customer’s data is materially different from what was originally provided to
IPA in connection with the Interconnection Studies, then IPA may conduct, at Interconnection
Customer’s expense, appropriate studies to determine the impact of the Generating Facilities and
the Interconnection Facilities and the operation thereof on the Transmission System based on the
actual data submitted pursuant to this Section 23.3. Interconnection Customer shall not begin
Trial Operation until such studies are completed.
23.4
Information Supplementation. Prior to the Commercial Operation Date, the Parties shall
supplement their information submissions described above in this Article 24 with any and all “asbuilt” Generating Facility information or “as-tested” performance information that differs from
the initial submissions or, alternatively, written confirmation that no such differences exist.
Interconnection Customer shall conduct tests on the Generating Facility as required by Good
Utility Practice such as an open circuit “step voltage” test on the Generating Facility to verify
proper operation of the Generating Facility’s automatic voltage regulator.
Unless otherwise agreed, the test conditions shall include: (1) the Generating Facility operating at
synchronous speed; (2) the automatic voltage regulator on and in voltage control mode; and (3) a
five (5) percent change in Generating Facility terminal voltage initiated by a change in the
voltage regulators reference voltage. Interconnection Customer shall provide IPA validated test
recordings showing the responses of the Generating Facility terminal and field voltages. In the
event that direct recordings of these voltages is impractical, recordings of other voltages or
currents that mirror the response of the Generating Facility’s terminal or field voltage are
acceptable if information necessary to translate these alternate quantities to actual Generating
Facility terminal or field voltages is provided. Generating Facility testing shall be conducted and
results provided to IPA for each individual generating unit in a station.
Subsequent to the Commercial Operation Date, Interconnection Customer shall provide IPA any
information changes due to equipment replacement, repair or adjustment. IPA shall provide
Interconnection Customer any information changes due to equipment replacement, repair or
adjustment in the directly connected substation or any adjacent IPA-owned substation that may
affect Interconnection Customer’s Interconnection Facilities equipment ratings or protection or
operating requirements. The Parties shall provide such information no later than thirty (30)
calendar days after the date of the equipment replacement, repair or adjustment.
ARTICLE 24. INFORMATION ACCESS AND AUDIT RIGHTS
24.1
Information Access. Each Party (the “disclosing Party”) shall make available to the other Party
information that is in the possession of the disclosing Party and is necessary in order for the other
Party to: (i) verify the costs incurred by the disclosing Party for which the other Party is
responsible under this Agreement; and (ii) carry out its obligations and responsibilities under this
Agreement. The Parties shall not use such information for purposes other than those set forth in
this Section 24.1 or to enforce their rights under this Agreement.
24.2
Reporting of Non-Force Majeure Events. Each Party (the “Notifying Party”) shall notify the
other Party when the Notifying Party becomes aware of its inability to comply with the provisions
of this Agreement for a reason other than a Force Majeure event. The Parties agree to cooperate
with each other and provide necessary information regarding such inability to comply, including
34
the date and duration of, and reason for the inability to comply, and corrective actions taken or
planned to be taken with respect to such inability to comply. Notwithstanding the foregoing,
notification, cooperation or information provided under this Section shall not entitle the Party
receiving such notification to allege a cause for anticipatory breach of this Agreement.
24.3
Audit Rights. Subject to the requirements of confidentiality under Article 21 of this Agreement,
each Party shall have the right, during normal business hours, and upon prior reasonable notice to
the other Party, to audit at its own expense the other Party’s accounts and records pertaining to
either Party’s performance or either Party’s satisfaction of its obligations under this Agreement.
Such audit rights shall include audits of the other Party’s costs, calculation of invoiced amounts,
IPA’s efforts to allocate responsibility for the provision of reactive support to the Transmission
System, IPA’s efforts to allocate responsibility for interruption or reduction of generation on the
Transmission System and each Party’s actions in an Emergency Condition. Any audit authorized
by this Section shall be performed at the offices where such accounts and records are maintained
and shall be limited in scope to those portions of such accounts and records that reasonably relate
to each Party’s performance and satisfaction of its obligations under this Agreement during the
relevant time period. Each Party shall keep such accounts and records for a period equivalent to
the audit rights periods described in Section 24.4.
24.4
Audit Rights Periods. Accounts and records related to either Party’s performance or satisfaction
of all of its obligations under this Agreement shall be subject to audit as follows: (i) for an audit
relating to cost obligations, the applicable audit rights period shall be twenty-four (24) months
after the auditing Party’s receipt of an invoice giving rise to such cost obligations; and (ii) for an
audit relating to all other obligations, the applicable audit rights period shall be the greater of
twenty-four (24) months or any period prescribed by Applicable Law or Applicable Reliability
Standards after the event for which the audit is sought.
24.5
Audit Results. If an audit by a Party determines that an overpayment or an underpayment has
occurred, a notice of such overpayment or underpayment shall be given to the other Party
together with those records from the audit which support such determination.
ARTICLE 25. SUBCONTRACTORS
25.1
General. Nothing in this Agreement shall prevent a Party from utilizing the services of any
subcontractor as it deems appropriate to perform its obligations under this Agreement; provided,
however, that each Party shall require its subcontractors to comply with all applicable terms and
conditions of this Agreement including all Applicable Reliability Standards in providing such
services and each Party shall remain primarily liable to the other Party for the performance of
such subcontractor.
25.2
Responsibility of Principal. The creation of any subcontract relationship shall not relieve the
hiring Party of any of its obligations under this Agreement. The hiring Party shall be fully
responsible to the other Party for the acts or omissions of any subcontractor the hiring Party hires
as if no subcontract had been made; provided, however, that in no event shall IPA be liable for
the actions or inactions of Interconnection Customer or its subcontractors with respect to
obligations of Interconnection Customer under any provision of this Agreement or otherwise.
Additionally, IPA shall not be liable for any of the acts or omissions of the Operating Agent, the
Intermountain Power Service Corporation, or any of their respective boards, owners, members,
directors, officers, agents, representatives or employees for which IPA is entitled to
indemnification under Article 18 of this Agreement. Any applicable obligation imposed by this
35
Agreement upon the hiring Party shall be equally binding upon, and shall be construed as having
application to, any subcontractor of such Party.
25.3
No Limitation by Insurance. The obligations under this Article 25 will not be limited in any
way by any limitation under insurance coverages or policies of any of its subcontractors.
ARTICLE 26. DISPUTES
26.1
Submission. In the event either Party has a dispute, or asserts a claim, that arises out of or in
connection with this Agreement or its performance, such Party (the “Disputing Party”) shall
provide the other Party with written notice of the dispute or claim (“Notice of Dispute”). Such
dispute or claim shall be referred to a designated senior representative of each Party for resolution
on an informal basis as promptly as practicable after receipt of the Notice of Dispute by the other
Party. In the event the designated representatives are unable to resolve the claim or dispute
through unassisted or assisted negotiations within thirty (30) calendar days of the receipt of the
Notice of Dispute by the Party to which it is directed, such claim or dispute may, upon mutual
agreement of the Parties, be submitted to arbitration and resolved in accordance with the
arbitration procedures set forth below. In the event the Parties do not agree to submit such claim
or dispute to arbitration, each Party may exercise whatever rights and remedies it may have in
equity or at law consistent with the terms of this Agreement.
26.2
External Arbitration Procedures. Any arbitration initiated under this Agreement shall be
conducted before a single neutral arbitrator appointed by the Parties. If the Parties fail to agree
upon a single arbitrator within ten (10) calendar days of the submission of the dispute to
arbitration, each Party shall choose one arbitrator who shall sit on a three-member arbitration
panel. The two arbitrators so chosen shall, within twenty (20) calendar days after they are
appointed, select a third arbitrator to chair the arbitration panel. In either case, the arbitrators
shall be knowledgeable in electric utility matters, including electric transmission and bulk power
issues, and shall not have any current or past substantial business or financial relationships with
any party to the arbitration (except prior arbitration). The arbitrator(s) shall provide each of the
Parties an opportunity to be heard and, except as otherwise provided herein, shall conduct the
arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration
Association (“Arbitration Rules”); provided, however, in the event of a conflict between the
Arbitration Rules and the terms of this Article 26, the terms of this Article 26 shall prevail.
26.3
Arbitration Decisions. Unless otherwise agreed by the Parties, the arbitrator(s) shall render a
decision within ninety (90) calendar days of appointment and shall notify the Parties in writing of
such decision and the reasons therefor. The arbitrator(s) shall be authorized only to interpret and
apply the provisions of this Agreement and shall have no power to modify or change any
provision of this Agreement in any manner. The decision of the arbitrator(s) shall be final and
binding upon the Parties, and judgment on the award may be entered in any court having
jurisdiction. The decision of the arbitrator(s) may be appealed solely on the grounds that the
conduct of the arbitrator(s), or the decision itself, violated the standards set forth in the Federal
Arbitration Act or the Federal Administrative Dispute Resolution Act.
26.4
Costs. Each Party shall be responsible for its own costs incurred during the arbitration process
and for the following costs, if applicable: (1) the cost of the arbitrator chosen by the Party to sit
on the three member panel and one half of the cost of the third arbitrator chosen; or (2) one half
the cost of the single arbitrator jointly chosen by the Parties.
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ARTICLE 27. REPRESENTATIONS, WARRANTIES AND COVENANTS
27.1
General. Each Party makes the following representations, warranties and covenants:
27.1.1 Good Standing. Such Party is duly organized, validly existing and, if applicable, in
good standing under the laws of the state in which it is organized, formed or
incorporated, as applicable; that it is qualified to do business in the state or states in
which the Generating Facility and Interconnection Facilities owned by such Party, as
applicable, are located; and that it has the power and authority to own its properties, to
carry on its business as now being conducted and to enter into this Agreement and carry
out the transactions contemplated hereby and perform and carry out all covenants and
obligations on its part to be performed under and pursuant to this Agreement.
27.1.2 Authority. Such Party has the right, power and authority to enter into this Agreement, to
become a party hereto and to perform its obligations hereunder. This Agreement is a
legal, valid and binding obligation of such Party, enforceable against such Party in
accordance with its terms, except as the enforceability thereof may be limited by
applicable bankruptcy, insolvency, reorganization or other similar laws affecting
creditors’ rights generally or by general equitable principles (regardless of whether
enforceability is sought in a proceeding in equity or at law).
27.1.3 No Conflict. The execution, delivery and performance of this Agreement does not
violate or conflict with the organizational or formation documents or the bylaws or
operating agreement of such Party, or any judgment, license, permit, order, material
agreement or instrument applicable to or binding upon such Party or any of its assets.
27.1.4 Consent and Approval. Such Party has obtained, or, in accordance with this Agreement
will obtain, each consent, approval, authorization, order or acceptance by any
Governmental Authority requested to be obtained by it in connection with the execution,
delivery and performance of this Agreement, and it will provide to any Governmental
Authority each notice of any actions under this Agreement that it is required to provide
by Applicable Laws and Regulations.
ARTICLE 28. JOINT OPERATING COMMITTEE
28.1
Joint Operating Committee. IPA shall establish a Joint Operating Committee to coordinate
operating and technical considerations of Interconnection Service. At least six (6) months prior
to the expected Initial Synchronization Date, Interconnection Customer and IPA shall each
appoint one representative and one alternate to the Joint Operating Committee. Interconnection
Customer shall notify IPA of its appointment in writing. Such appointments may be changed at
any time by similar notice. The Joint Operating Committee shall meet as necessary, but not less
than once each calendar year, to carry out the duties set forth herein. The Joint Operating
Committee shall hold a meeting at the request of either Party, at a time and place agreed upon by
the representatives. A representative of the Operating Agent shall receive notice of and shall
attend each meeting of the Joint Operating Committee. The Joint Operating Committee shall
perform all of its duties consistent with the provisions of this Agreement. Each Party shall
cooperate in providing to the Joint Operating Committee all information required in the
performance of the Joint Operating Committee’s duties. All decisions and agreements, if any,
made by the Joint Operating Committee shall be evidenced in writing and shall be consistent with
the operating policies, procedures, practices and other requirements established under IPA’s
37
agreements with the Power Purchasers and the Operating Agent. In the event two (2) members of
the Joint Operating Committee cannot agree to any matter to which the Joint Operating
Committee’s duties extend, the decision of the member or alternate representing IPA complying
with this Article 28 be final and binding. Subject to the foregoing, the duties of the Joint
Operating Committee shall include the following:
28.1.1 Records. Establish data requirements and operating record requirements.
28.1.2 Equipment. Review the requirements, standards and procedures for data acquisition
equipment, protective equipment, and any other equipment or software.
28.1.3 Outages. Annually review the one (1) year forecast of maintenance and planned outage
schedules of IPA’s Interconnection Facilities and Interconnection Customer’s
Interconnection Facilities and coordinate the scheduling of maintenance and planned
outages on the Interconnection Facilities, the Generating Facility and other facilities that
impact the normal operation of the interconnection of the Generating Facility to the
Transmission System.
28.1.4 Availability. Ensure that information is being provided by each Party regarding
equipment availability.
28.1.5 Other. Perform such other duties as may be conferred upon it by mutual agreement of
the Parties.
ARTICLE 29. MISCELLANEOUS
29.1
Binding Effect. This Agreement and the rights and obligations hereof, shall be binding upon and
shall inure to the benefit of the successors and assigns of the Parties hereto.
29.2
Conflicts. In the event of a conflict between the body of this Agreement and any attachment,
appendix or exhibit hereto, the terms and provisions of the body of this Agreement shall prevail
and be deemed the final intent and agreement of the Parties.
29.3
Rules of Interpretation. This Agreement, unless a clear intention to the contrary appears, shall
be construed and interpreted as follows: (1) the singular number includes the plural number and
vice versa; (2) reference to any person includes such person’s successors and assigns but, in the
case of a Party, only if such successors and assigns are permitted by this Agreement, and
reference to a person in a particular capacity excludes such person in any other capacity or
individually; (3) reference to any agreement (including this Agreement), document, instrument or
tariff means such agreement, document, instrument or tariff as amended or modified and in effect
from time to time in accordance with the terms thereof and, if applicable, the terms hereof; (4)
reference to any Applicable Laws and Regulations means such Applicable Laws and Regulations
as amended, modified, codified, or reenacted, in whole or in part, and in effect from time to time,
including, if applicable, rules and regulations promulgated thereunder; (5) unless expressly stated
otherwise, reference to any Article, Section or Appendix means the corresponding Article or
Section of this Agreement or corresponding Appendix to this Agreement; (6) “hereunder,”
“hereof,” “herein,” “hereto” and words of similar import shall be deemed references to this
Agreement as a whole and not to any particular Article, Section, Appendix or other provision
hereof or thereof; (7) “including” (and with correlative meaning “include”) means including
without limiting the generality of any description preceding such term; and (8) relative to the
38
determination of any period of time, “from” means “from and including,” “to” means “to but
excluding” and “through” means “through and including.”
29.4
Entire Agreement. This Agreement, including all Appendices and Schedules attached hereto,
constitutes the entire agreement between the Parties with reference to the subject matter hereof,
and supersedes all prior and contemporaneous understandings or agreements, oral or written,
between the Parties with respect to the subject matter of this Agreement. There are no other
agreements, representations, warranties or covenants which constitute any part of the
consideration for, or any condition to, either Party’s compliance with its obligations under this
Agreement.
29.5
No Third Party Beneficiaries. This Agreement is not intended to and does not create rights,
remedies or benefits of any character whatsoever in favor of any persons, corporations,
associations or entities other than the Parties, and the obligations herein assumed are solely for
the use and benefit of the Parties, their successors in interest and, where permitted, their assigns.
29.6
Waiver. The failure of a Party to this Agreement to insist, on any occasion, upon strict
performance of any provision of this Agreement will not be considered a waiver of any
obligation, right or duty of, or imposed upon, the other Party.
Any waiver at any time by either Party of its rights with respect to this Agreement shall not be
deemed a continuing waiver or a waiver with respect to any other failure to comply with any
other obligation, right or duty of this Agreement. Termination of or Default under this
Agreement for any reason by Interconnection Customer shall not constitute a waiver of
Interconnection Customer’s legal rights to obtain an interconnection from IPA. Any waiver of
any duties or obligations of either Party under this Agreement shall, if requested, be provided in
writing.
29.7
Headings. The descriptive headings of the various Articles, Sections, Subsections and
Appendices of this Agreement have been inserted for convenience of reference only and are of no
significance in the interpretation or construction of this Agreement.
29.8
Multiple Counterparts. This Agreement may be executed in two or more counterparts, each of
which is deemed an original but all of which constitute one and the same instrument.
29.9
Amendment. No amendment of this Agreement or any of the Appendices hereto shall be
effective or binding unless it is set forth in a written instrument that is duly executed and
delivered by both of the Parties.
29.10
No Partnership. This Agreement shall not be interpreted or construed to create an association,
joint venture, agency relationship or partnership between the Parties or to impose any partnership
obligation or partnership liability upon either Party. Neither Party shall have any right, power or
authority to enter into any agreement or undertaking for, or to act on behalf of, or to act as or be
an agent or representative of, or to otherwise bind, the other Party.
29.11
Performance by Operating Agent. The Parties recognize that the Los Angeles Department of
Water and Power, pursuant to an agreement with IPA, acts as the Operating Agent for IPA’s
generation and transmission facilities, including the IPA Switchyard and the Transmission
System, and that the Los Angeles Department of Water and Power, in such capacity as Operating
Agent, is responsible for planning, negotiating, designing, constructing, insuring, administering,
operating and maintaining the Transmission System and such other facilities of IPA.
39
Accordingly, consistent with such agreements with IPA, the Los Angeles Department of Water
and Power, as Operating Agent acting on behalf of IPA, is to perform and carry out the above
mentioned responsibilities with respect to the IPA Interconnection Facilities, as well as the
Transmission System, as provided for under the applicable provisions of this Agreement.
29.12
Performance by Intermountain Power Service Corporation. The Parties further recognize that
under an agreement with IPA and the Los Angeles Department of Water and Power as Operating
Agent, Intermountain Power Service Corporation performs certain operating and maintenance
work pertaining to IPA’s generation and transmission facilities, including the IPA Switchyard and
the Transmission System, under the direction of the Los Angeles Department of Water and Power
as Operating Agent. Accordingly, consistent with such agreement with IPA and the Los Angeles
Department of Water and Power, Intermountain Power Service Corporation may perform and
carry out certain operation and maintenance work with respect to the IPA Interconnection
Facilities, as well as the IPA Switchyard and the Transmission System, as provided for under the
applicable provisions of this Agreement.
29.13
Rights Under Power Purchase Agreement. [If applicable]
This section will provide for rights, if any, of a purchaser or purchasers of the power from the
Interconnection Customer to be delivered at the Point of Interconnection.
IN WITNESS WHEREOF, the Parties have executed this Agreement in duplicate originals,
each of which shall constitute and be an original effective Agreement between the Parties.
Intermountain Power Agency
By:
Title:
Date:
Interconnection Customer
By:
Title:
Date:
40
APPENDICES
TO
STANDARD GENERATOR INTERCONNECTION AGREEMENT
Appendix A
Interconnection Facilities
Appendix B
Milestones
Appendix C
Interconnection Details
Appendix D
Security Arrangements Details
Appendix E
Commercial Operation Date
Appendix F
Addresses for Delivery of Notices and Billings
Appendix G
Interconnection Requirement for a Wind Generating Plant
41
APPENDIX A
TO
STANDARD GENERATOR INTERCONNECTION AGREEMENT
This Appendix A shall specify the roles and responsibilities of the Parties in connection with the
design, installation and construction of the Interconnection Facilities.
APPENDIX B
TO
STANDARD GENERATOR INTERCONNECTION AGREEMENT
Milestones
APPENDIX C
TO
STANDARD GENERATOR INTERCONNECTION AGREEMENT
Interconnection Details
APPENDIX D
TO
STANDARD GENERATOR INTERCONNECTION AGREEMENT
Security Arrangements
APPENDIX E
TO
STANDARD GENERATOR INTERCONNECTION AGREEMENT
Commercial Operation Date
[Date]
[IPA Address]
Re:
_____________ Generating Facility
Dear _______________:
On [Date], [Interconnection Customer] has completed Trial Operation of the Generating
Facility. This letter confirms that [Interconnection Customer] commenced regular delivery of energy for
sale from the Generating Facility and that the Commercial Operation Date has been achieved with respect
to the Generating Facility, effective as of [Date plus one day].
Thank you.
[Signature]
[Interconnection Customer Representative]
APPENDIX F
TO
STANDARD GENERATOR INTERCONNECTION AGREEMENT
Addresses for Delivery of Notices and Billings
Notices:
IPA:
INTERMOUNTAIN POWER AGENCY
ATTENTION: MR. JIM HEWLETT
10653 S. RIVER FRONT PARKWAY, SUITE 120
SOUTH JORDAN, UTAH 84095
Operating Agent:
Interconnection Customer:
Billings and Payments:
IPA:
INTERMOUNTAIN POWER AGENCY
ATTENTION: MR. DAN ELDREDGE
10653 S. RIVER FRONT PARKWAY, SUITE 120
SOUTH JORDAN, UTAH 84095
Interconnection Customer:
Alternative Forms of Delivery of Notices (telephone, facsimile or email):
IPA:
INTERMOUNTAIN POWER AGENCY
ATTENTION: MR. JIM HEWLETT
10653 S. RIVER FRONT PARKWAY, SUITE 120
SOUTH JORDAN, UTAH 84095
Interconnection Customer:
APPENDIX G
TO
STANDARD GENERATOR INTERCONNECTION AGREEMENT
Interconnection Requirements for a Wind Generating Plant
A.
Technical Standards Applicable to a Wind Generating Plant
i.
Low Voltage Ride-Through (LVRT) Capability
A wind generating plant shall be able to remain online during voltage disturbances up to
the time periods and associated voltage levels set forth in the standard in Figure 1, below, if
IPA’s System Impact Study shows that low voltage ride-through capability is required to ensure
safety or reliability.
The standard applies to voltage measured at the Point of Interconnection as defined in
this Agreement. The figure shows the ratio of actual to nominal voltage (on the vertical axis)
over time (on the horizontal axis). Before time 0.0, the voltage at the transformer is the nominal
voltage. At time 0.0, the voltage drops. If the voltage remains at a level greater than zero
percent of the nominal voltage for a period that does not exceed 0.2 seconds, the plant must stay
online. Further, if the voltage returns to 90 percent of the nominal voltage within 3 seconds of
the beginning of the voltage drop (with the voltage at any given time never falling below the
minimum voltage indicated by the solid line in Figure 1), the plant must stay online.
Interconnection Customer may not disable low voltage ride-through equipment while the wind
plant is in operation. Two key features of this regulation are:
1.
A wind generating plant must have low voltage ride-through capability down to
zero percent of the rated line voltage for 0.2 seconds;
2.
A wind generating plant must be able to operate continuously at 90 percent of the
rated line voltage, measured at the high voltage side of the wind plant substation
transformer(s).
ii.
Power Factor Design Criteria (Reactive Power)
A wind generating plant shall maintain unity power factor, plus or minus 10 MVar flow,
measured at the Point of Interconnection as defined in this Agreement. The power factor
standard can be met by using, for example, power electronics designed to supply this level of
reactive capability (taking into account any limitations due to voltage level, real power output,
etc.) or fixed and switched capacitors if agreed to by IPA, or a combination of the two.
Interconnection Customer shall not disable power factor equipment while the wind plant is in
operation. Wind plants shall also be able to provide sufficient dynamic voltage support in lieu of
the power system stabilizer and automatic voltage regulation at the generator excitation system if
the System Impact Study shows this to be required for system safety or reliability.
iii.
Supervisory Control and Data Acquisition (SCADA) Capability
The wind plant shall provide SCADA capability to transmit data and receive instructions
from IPA to protect system reliability, including as described in Appendix A. The IPA and the
wind plant Interconnection Customer shall determine what SCADA information is essential for
the proposed wind plant, taking into account the size of the plant and its characteristics, location,
and importance in maintaining generation resource adequacy and transmission system reliability
in its area.
Figure 1
WECC Generator Low Voltage Ride-Through Criterion
3859965_5.DOC